☁️ SaaS Subscription Agreement Template — Free Template

A subscription agreement for software-as-a-service covering subscription terms, fees, renewal choices, optional SLA, data security, acceptable use, and IP ownership of customer data versus service.

Who needs this

SaaS companies selling to business customers, and customers signing up for enterprise SaaS who want clear terms.

What it covers

• Subscription grant & term
• Fees, billing & renewal choices
• Acceptable use & restrictions
• Customer data ownership
• Security & uptime SLA
• Optional SLA & service-credit terms
• IP ownership & feedback license
• Confidentiality & DPA reference
• Term, termination & data export

Template clauses

1. Subscription Grant

Subject to the terms of this Agreement and Customer's timely payment of fees, Provider grants Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the {{service_name}} (the "Service"), solely for Customer's internal business purposes and only by up to {{seat_count}} Authorized Users, unless an Order Form states otherwise.

2. Order Forms & Subscription Term

Each subscription to the Service shall be set forth in an order form executed by both parties (an "Order Form"), which shall identify the Service plan, number of Authorized Users, Subscription Term, and applicable fees. The initial Subscription Term shall commence on the Order Form effective date, continue for {{term_length}}, and is currently scheduled to end on {{subscription_end_date}}. {{#when renewal_mode=automatic}}Unless either party gives written notice of non-renewal at least {{non_renewal_notice_days}} days prior to the end of the then-current term, the subscription shall automatically renew for successive periods of the same length at Provider's then-current list price.{{/when}}{{#when renewal_mode=manual}}At the end of the then-current term, the subscription renews only if both parties agree in writing to a renewal term and fees.{{/when}}{{#when renewal_mode=none}}The subscription ends on the scheduled end date and does not renew.{{/when}}

3. Fees & Payment

Customer shall pay {{subscription_fee}} for the subscription, subject to any additional pricing terms in the Order Form. Refunds and cancellation are governed by the following agreed policy: {{refund_policy}}. Fees are billed {{billing_cadence}} and invoices are payable within {{payment_due_days}} days. The late-payment interest rate that applies to past-due amounts is: {{late_interest_rate}}. {{#when suspension_enabled=yes}}Provider may suspend the Service if an invoice remains unpaid for more than {{suspension_past_due_days}} days after written notice.{{/when}}{{#when suspension_enabled=no}}Provider has no contractual right under this Agreement to suspend the Service solely for nonpayment.{{/when}} Fees are exclusive of all taxes other than Provider's net income taxes.

4. Authorized Users & Restrictions

Customer shall ensure each Authorized User maintains the confidentiality of login credentials and complies with this Agreement. Customer shall not (a) license, sublicense, sell, resell, rent, lease, or otherwise commercially exploit the Service; (b) reverse engineer, decompile, or attempt to derive source code; (c) use the Service to build a competing product; (d) interfere with or disrupt the integrity of the Service; (e) upload viruses, malware, or unlawful content; or (f) exceed the usage limits specified in the Order Form.

5. Customer Data

As between the parties, Customer owns all data, content, and information that Customer or its Authorized Users submit to the Service ("Customer Data"). Customer grants Provider a limited, non-exclusive license to host, process, transmit, and display Customer Data solely as necessary to provide the Service and as permitted by this Agreement. Provider may also use aggregated, de-identified data derived from Customer Data for analytics and to improve the Service, provided such data cannot be linked back to Customer or any identifiable individual.

6. Security

Provider shall maintain a written information security program with administrative, physical, and technical safeguards designed to protect Customer Data, consistent with the following agreed security commitment: {{security_standard}}. Provider shall notify Customer without undue delay, and within {{security_notice_hours}} hours after confirming a security incident materially affecting Customer Data, and shall reasonably cooperate with Customer's investigation.

7. Service Level Agreement (SLA)

{{#when sla_enabled=yes}}Provider shall use commercially reasonable efforts to make the Service available at least {{uptime_target}} during each calendar month, excluding scheduled or emergency maintenance, force majeure events, and issues attributable to Customer or third-party services. The parties agree to the following service-credit terms: {{service_credit_terms}}{{/when}}{{#when sla_enabled=no}}The parties have not agreed to a contractual uptime service-level commitment or service-credit remedy under this Agreement.{{/when}}

8. Intellectual Property

Provider retains all right, title, and interest in and to the Service, including all software, documentation, technology, and improvements thereto. No rights are granted to Customer except as expressly set forth in this Agreement. If Customer provides feedback or suggestions regarding the Service, Provider may use such feedback for any purpose without obligation.

9. Confidentiality

Each party shall protect the other's "Confidential Information" using the same degree of care it uses for its own confidential information (and in no event less than reasonable care) and shall not use or disclose it except as necessary under this Agreement. Customer Data is Customer's Confidential Information. Confidential Information excludes information that is publicly known, independently developed, or rightfully obtained from a third party without restriction. These confidentiality obligations survive termination or expiration for {{confidentiality_survival_years}} years, except that obligations concerning information qualifying as a trade secret continue for so long as that information remains protected as a trade secret under applicable law.

10. Data Protection

{{#when dpa_required=yes}}To the extent Provider processes personal data on behalf of Customer, the parties will use the following agreed data-processing framework: {{dpa_terms}}{{/when}}{{#when dpa_required=no}}The parties have not incorporated a separate Data Processing Addendum into this Agreement. Each party remains responsible for identifying and satisfying privacy obligations that apply to its own activities.{{/when}}

11. Warranties & Disclaimers

Provider warrants that the Service will perform materially in accordance with its documentation. If the Service materially fails to conform to its documentation, Provider will have {{warranty_cure_days}} days to cure the non-conformity. The agreed remedy for an uncured warranty breach is: {{warranty_remedy}}. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

12. Indemnification

(a) By Provider. Provider shall defend, indemnify, and hold harmless Customer from third-party claims that the Service, as provided by Provider and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trade secret. If the Service becomes, or in Provider's opinion is likely to become, the subject of an infringement claim, Provider may (i) procure the right to continue use; (ii) modify the Service to be non-infringing; or (iii) terminate the affected subscription and refund pre-paid unused fees. (b) By Customer. Customer shall defend, indemnify, and hold harmless Provider from third-party claims arising out of Customer Data or Customer's use of the Service in violation of this Agreement or applicable law.

13. Limitation of Liability

EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS, (ii) BREACH OF CONFIDENTIALITY, (iii) CUSTOMER'S PAYMENT OBLIGATIONS, OR (iv) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR REVENUE. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED {{liability_cap}}.

14. Term, Termination & Data Export

Either party may terminate this Agreement (a) for material breach not cured within {{cure_period_days}} days of written notice ({{payment_cure_days}} days for payment default), or (b) immediately if the other party becomes insolvent or files for bankruptcy. Upon termination, (i) all subscriptions terminate, (ii) Customer shall pay any outstanding fees, and (iii) Provider shall make Customer Data available for export in a standard format for {{data_export_days}} days, after which Provider will handle Customer Data according to the following agreed retention/deletion policy: {{data_retention_policy}}.

15. Miscellaneous

This Agreement (including all Order Forms{{#when dpa_required=yes}} and the DPA identified in Section 10{{/when}}) constitutes the entire agreement between the parties and supersedes any prior agreements or representations regarding the Service. The pre-printed terms on any Customer purchase order are expressly rejected. No amendment is effective unless in writing and signed by both parties. Neither party may assign this Agreement without the other's prior written consent, except in connection with a merger or sale of substantially all assets. This Agreement shall be governed by the laws of {{governing_law}}, without regard to conflict-of-laws principles. {{#when dispute_method=court}}Any dispute shall be resolved in the state or federal courts located in {{dispute_forum}}.{{/when}}{{#when dispute_method=arbitration}}Any dispute shall be resolved by binding arbitration in {{dispute_forum}}.{{/when}}

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

FAQ