AI Generated American Software as a Service (SaaS) Subscription Agreement
PDF & Word - 2026 Updated

Provider is a leading software development company specializing in cloud-based customer relationship management (CRM) solutions for businesses.

The SaaS software, known as CloudCRM, is a comprehensive customer relationship management platform hosted on secure cloud servers.

CloudCRM enables users to manage customer interactions, track sales pipelines, automate marketing campaigns, and generate insightful reports through an intuitive web-based interface.

The primary purpose of this SaaS Subscription Agreement is to outline the terms under which Provider will provide the CloudCRM software to the Subscriber, ensuring reliable access, data security, and ongoing support while defining the rights and obligations of both parties.

This Agreement shall become effective on the Effective Date.

"Services" means Provider's CloudCRM SaaS platform and related offerings described in the Order Form and this Agreement, including any updates or modifications.

"Subscriber" or "Customer" means the entity or individual entering into this Agreement and identified in the Order Form.

"Customer Data" means any data, information, or materials provided, uploaded, or generated by Subscriber or its users through use of the Services.

"Confidential Information" means all non-public business, technical, financial, or other information disclosed by one party to the other that is designated as confidential or that a reasonable person would consider confidential under the circumstances.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

"Order Form" means the document executed by the parties that specifies commercial terms such as fees, subscription term, user limits, SLA metrics, and other specifics, which takes precedence over this Agreement in the event of any conflict.

"SLA" means the Service Level Agreement attached as an exhibit to the Order Form or this Agreement, detailing uptime guarantees and remedies.

"Effective Date" means the date this Agreement is executed by both parties or as otherwise specified in the Order Form.

"Provider" means the company providing the CloudCRM Services under this Agreement.

Other capitalized terms used throughout this Agreement shall have the meanings ascribed to them in context or as reasonably inferred for legal precision and clarity.

The parties shall execute one or more Order Forms that specify the commercial terms applicable to Subscriber's purchase of the Services, including but not limited to fees, subscription term, number of authorized users, SLA commitments, and any additional services.

Each Order Form is incorporated into and forms part of this Agreement. In the event of any conflict between an Order Form and this Agreement, the Order Form shall govern with respect to the specific terms in conflict.

See Exhibit A (Order Form Template) for a sample format detailing specific fees, users, term, and SLA metrics.

Provider shall provide Subscriber with access to the CloudCRM SaaS platform pursuant to the terms of this Agreement and the applicable Order Form.

The Services include the features and functionality described in the Order Form and documentation, such as contact management, sales pipeline tracking, automated email campaigns, analytics dashboards, and integrations with third-party tools.

Subscriber shall access the Services via a supported web browser. The subscription permits the number of users specified in the Order Form.

The Services shall include data storage up to the limits specified in the Order Form and the SLA.

Provider shall provide customer support as described in the SLA and Order Form.

Subscriber is responsible for maintaining the confidentiality of its account access credentials, including usernames and passwords for all authorized users.

Subscriber shall ensure that all users comply with this Agreement. Subscriber is responsible for all activities conducted under its account.

Subscriber shall promptly notify Provider of any unauthorized access or suspected security breach involving its access credentials.

Provider may suspend access to any user account suspected of violating this Agreement or posing a security risk.

Subject to the terms and conditions of this Agreement and the applicable Order Form, Provider grants Subscriber a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for Subscriber's internal business purposes during the Subscription Term.

The number of authorized users shall not exceed the limits set forth in the Order Form. Worldwide use is permitted to the extent not restricted by applicable export controls or sanctions.

Subscriber shall not sublicense, reverse engineer, modify, or use the Services for any illegal activities or in excess of the usage limits in the Order Form. This right is not a license to the underlying software except as necessary to access the hosted Services.

The initial Subscription Term shall be as specified in the Order Form. Unless otherwise stated in the Order Form, the term shall be twelve (12) months.

The subscription shall automatically renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Provider shall provide notice of any renewal consistent with applicable laws, including California's auto-renewal statutes where applicable.

Pricing for renewal terms shall be as set forth in the Order Form or as notified by Provider at least sixty (60) days prior to renewal. Subscriber may elect not to renew if it objects to a price increase.

Either party may terminate this Agreement for convenience only if expressly permitted in the Order Form. Either party may terminate for material breach as set forth in the Termination section.

Subscriber shall pay all fees specified in the Order Form. Fees are based on the Services purchased and not on actual usage unless otherwise specified.

Provider shall invoice Subscriber in accordance with the Order Form (monthly, annually, or as specified). Invoices shall be sent electronically to the billing contact designated by Subscriber. Subscriber shall be deemed to have accepted an invoice if it does not object in writing within ten (10) business days of receipt.

Payments are due within thirty (30) days of the invoice date. Provider may suspend the Services for non-payment upon ten (10) days' written notice if fees remain unpaid.

All fees are exclusive of taxes. Subscriber shall pay all applicable sales, use, value-added, or other taxes, excluding only taxes on Provider's net income. Subscriber shall indemnify Provider for any taxes paid on Subscriber's behalf.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted under applicable usury laws. Provider may increase prices upon notice as set forth in the Order Form or this Agreement, with Subscriber having the right to terminate if it does not accept the increase.

Payments shall be made via credit card, ACH, or other methods specified in the Order Form. All payments are non-refundable except as expressly provided herein.

Subscriber retains all ownership rights in Customer Data. Subscriber grants Provider a limited, non-exclusive, royalty-free license to access, use, copy, transmit, and display Customer Data solely as necessary to provide, maintain, and improve the Services, including for analytics and machine learning to enhance CloudCRM, during the term of this Agreement. This license terminates upon termination of this Agreement except as needed for post-termination obligations.

Subscriber represents that it has obtained all necessary consents, authorizations, and rights to provide Customer Data to Provider, including any required opt-in consents under applicable laws such as the CAN-SPAM Act, CCPA/CPRA, and GDPR (where applicable). Subscriber shall handle all data subject requests (access, deletion, correction) and inform Provider as needed for assistance.

Provider shall delete or return Customer Data upon termination as set forth in the Effects of Termination section, unless retention is required by law.

Provider shall maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data, consistent with industry standards, SOC 2, ISO 27001, and applicable laws including CCPA/CPRA and GDPR (where EU personal data is processed).

In the event of a Security Incident involving Customer Data, Provider shall notify Subscriber without undue delay and no later than 48 hours after discovery, provide details of the incident, and cooperate in any investigation or remediation. Provider shall maintain a data breach response plan.

The parties shall comply with the Data Processing Addendum attached as Exhibit B, which is incorporated herein and addresses data subject rights, subprocessors, data transfers, and compliance with CCPA/CPRA, GDPR, and other privacy laws. There is no data localization requirement unless specified in the Order Form.

Subscriber is responsible for its own compliance with applicable privacy laws in its use of the Services, including obtaining consents and providing notices to data subjects.

Provider retains all right, title, and interest in and to the Services, CloudCRM platform, underlying software, documentation, and all Intellectual Property rights therein. No rights are granted except as expressly set forth herein.

Subscriber retains all right, title, and interest in Customer Data and any data or content it uploads or generates. Provider may use de-identified and aggregated data derived from Customer Data for improving its services.

Provider grants Subscriber a limited right to use Provider's trademarks solely in connection with permitted use of the Services. Subscriber grants Provider a limited license to use its trademarks for providing the Services and as permitted in the Publicity Rights section.

Any suggestions, feedback, or improvements provided by Subscriber regarding the Services shall be owned by Provider.

Provider shall make the Services available with a monthly uptime percentage of at least 99.9% (the "Service Commitment"), excluding scheduled maintenance and force majeure events, as measured in accordance with the SLA.

If Provider fails to meet the Service Commitment, Subscriber shall be eligible for service credits as specified in the SLA. Service credits are Subscriber's sole and exclusive remedy for any breach of the SLA, unless the failure is due to Provider's gross negligence or willful misconduct.

The SLA is attached as an exhibit to the Order Form and details calculation methods, credit amounts, claim procedures, and exclusions.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

Provider warrants that (i) it will provide the Services in a professional manner consistent with industry standards; (ii) the Services will substantially conform to the documentation; and (iii) it will use commercially reasonable efforts to ensure the Services are free of viruses and harmful code at delivery.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Subscriber warrants that its use of the Services will comply with this Agreement, all applicable laws (including anti-spam laws such as CAN-SPAM), and the Acceptable Use Policy.

Each party shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from (i) the indemnifying party's breach of this Agreement; (ii) infringement of third-party Intellectual Property rights; or (iii) gross negligence or willful misconduct.

The indemnified party shall provide prompt written notice of any claim. The indemnifying party shall have the right to assume control of the defense and settlement, provided that the indemnified party may participate at its own expense and that no settlement shall impose liability on the indemnified party without its consent (not to be unreasonably withheld).

Indemnification obligations are subject to the mutual limitation of liability provisions below but shall not be limited for IP infringement, data breaches, or gross negligence/willful misconduct.

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY SUBSCRIBER TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS CAP SHALL APPLY MUTUALLY BUT SHALL NOT APPLY TO (I) INDEMNIFICATION OBLIGATIONS FOR IP INFRINGEMENT OR DATA BREACHES; (II) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (III) BREACH OF CONFIDENTIALITY; OR (IV) SUBSCRIBER'S PAYMENT OBLIGATIONS.

Each party has a duty to mitigate damages. This limitation of liability is a fundamental basis of the bargain between the parties and shall survive termination.

Each party represents and warrants that it shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act. Neither party has made or will make any improper payments or offers in connection with this Agreement.

Each party shall comply with all applicable laws in performing its obligations under this Agreement, including export control, sanctions, and data protection laws.

Either party may terminate this Agreement or any Order Form (i) for material breach by the other party if the breach is not cured within thirty (30) days after written notice (or ten (10) days for non-payment); or (ii) immediately upon notice if the other party becomes insolvent, bankrupt, or ceases business operations.

Termination for convenience is not permitted unless expressly allowed in the Order Form. Upon termination for cause by Subscriber, Provider shall provide a pro-rata refund of any prepaid fees for the unused portion of the term. No refunds are provided for termination by Provider for cause.

Provider may suspend Services immediately for violations of the Acceptable Use Policy, security risks, or non-payment as set forth herein. Suspended accounts shall have an appeal process by contacting Provider in writing.

Upon termination or expiration, Subscriber shall immediately cease use of the Services, pay all outstanding fees, and return or destroy Provider's Confidential Information.

Provider shall provide Subscriber with access to export its Customer Data in a standard machine-readable format (such as CSV or JSON) for thirty (30) days following termination. Provider shall delete all Customer Data after such period, except as required by law. Provider shall provide reasonable transition assistance upon request at then-current rates.

The following provisions shall survive termination or expiration: Fees and Payment Terms, Customer Data, Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability, Governing Law, Dispute Resolution, Class Action Waiver and Jury Trial Waiver, and any other provisions that by their nature should survive.

Provider shall provide support and maintenance as described in the SLA and Order Form, including response times and maintenance windows. Updates shall generally be provided without additional charge.

Subscriber shall not, and shall not permit users to: (i) use the Services for illegal activities, spam, or in violation of CAN-SPAM or other anti-spam laws; (ii) upload content that infringes third-party rights, is defamatory, or harmful; (iii) introduce viruses, malware, or attempt unauthorized access; (iv) scrape, data mine, or excessively burden the Services; (v) generate or distribute AI-generated content in violation of applicable laws or ethical standards; or (vi) engage in any activity that interferes with the Services or other users.

Violations may result in immediate suspension or termination of access. Subscriber may appeal any suspension by providing written notice to Provider explaining the basis for the appeal. Provider shall respond promptly.

This Acceptable Use Policy may be updated by Provider upon notice to Subscriber. Continued use after notice constitutes acceptance.

Each party shall maintain, at its own expense, appropriate insurance coverage including commercial general liability, professional liability, and cyber liability insurance with limits reasonable for its business and the risks under this Agreement. Upon request, a party shall provide certificates of insurance to the other party.