Software-as-a-Service clause: Copy, customize, and use instantly
Introduction
A software-as-a-service (SaaS) clause defines the terms under which one party provides access to its software platform via a cloud-based or hosted model. This clause outlines service delivery, usage rights, system availability, and limitations, ensuring clarity around how the software is accessed and supported.
Below are templates for SaaS clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard SaaS clause
This version provides general terms for access and use.
The [Provider] shall make its software platform available to the [Customer] on a software-as-a-service (SaaS) basis. The [Customer] shall access the platform via the internet and may use the services solely for its internal business operations during the term of this Agreement.
SaaS clause with service availability commitment
This version sets availability expectations.
The [Provider] shall make the software available to the [Customer] 24 hours a day, 7 days a week, except for scheduled maintenance and unplanned outages. Availability shall be tracked and reported upon request.
SaaS clause with license scope limitation
This version defines user and usage scope.
The [Customer] is granted a non-exclusive, non-transferable right to access and use the software in accordance with the user limits, feature access, and usage scope set out in [Schedule X].
SaaS clause with usage restriction
This version prohibits unauthorized use.
The [Customer] shall not copy, modify, reverse-engineer, or resell any part of the software platform. Access is limited to authorized users and permitted business purposes only.
SaaS clause with upgrade and update notice
This version governs software changes.
The [Provider] may release updates, upgrades, or new features from time to time. The [Customer] shall be notified in advance of any major changes that materially affect functionality or workflows.
SaaS clause with support services inclusion
This version links SaaS to customer support.
Customer support services are included with the SaaS offering and shall be delivered in accordance with the support terms outlined in [Schedule Y].
SaaS clause with service performance disclaimer
This version limits performance guarantees.
The [Provider] does not guarantee that the software will be error-free or uninterrupted but will use commercially reasonable efforts to resolve issues and maintain acceptable performance levels.
SaaS clause with data hosting location clarification
This version states where customer data is stored.
All customer data processed through the SaaS platform shall be hosted on servers located in [Region], unless otherwise agreed in writing.
SaaS clause with data backup commitment
This version provides assurance on data protection.
The [Provider] shall maintain regular data backups for disaster recovery purposes and retain those backups for a minimum of [30 days].
SaaS clause with termination access window
This version provides post-termination access to data.
Upon termination of this Agreement, the [Customer] shall have [30 days] to access and download its data from the platform before account deactivation.
SaaS clause with defined onboarding process
This version sets expectations for system setup.
The [Provider] shall deliver onboarding services to the [Customer], including account setup, user provisioning, and basic platform orientation, within [5 business days] of contract execution.
SaaS clause with named user restriction
This version restricts access to named users.
The [Customer] shall assign software access only to named users designated under this Agreement. Account sharing or unauthorized user access is prohibited.
SaaS clause with auto-renewal terms
This version addresses automatic renewals.
This Agreement shall automatically renew for successive [12-month] terms unless either party provides written notice of non-renewal at least [30 days] before the renewal date.
SaaS clause with multi-tenant environment notice
This version discloses shared infrastructure.
The [Customer] acknowledges that the software is provided in a multi-tenant environment, and resources may be shared with other customers without compromising data security.
SaaS clause with system maintenance notice period
This version ensures transparency before downtime.
The [Provider] shall provide at least [48 hours’] notice of any scheduled system maintenance that may impact availability or functionality.
SaaS clause with administrator access control
This version defines administrative roles.
The [Customer] shall appoint an account administrator who will manage user access, permission levels, and configuration settings within the platform.
SaaS clause with sandbox environment access
This version offers testing capability.
The [Customer] may request access to a sandbox environment for testing new configurations or features, subject to availability and additional charges where applicable.
SaaS clause with SLA-based performance targets
This version sets measurable performance goals.
The [Provider] shall use commercially reasonable efforts to maintain a monthly uptime of at least [99.5%], measured across all production systems.
SaaS clause with usage audit rights
This version permits provider to verify compliance.
The [Provider] reserves the right to audit the [Customer]’s usage of the software to verify compliance with user limits and terms of this Agreement, no more than once per year.
SaaS clause with integration capability disclaimer
This version limits liability for third-party tools.
The [Provider] does not warrant compatibility with third-party integrations not explicitly listed in the platform documentation or approved by the [Provider].
SaaS clause with API access provisions
This version grants rights to use the API.
The [Provider] shall provide the [Customer] with access to its API for data integration purposes, subject to applicable rate limits and documentation guidelines.
SaaS clause with license revocation rights
This version permits access suspension for breach.
The [Provider] may suspend or revoke access to the software if the [Customer] materially breaches this Agreement, subject to prior notice and cure period.
SaaS clause with third-party hosting provider disclosure
This version clarifies infrastructure arrangements.
The [Provider] may use third-party hosting services, including [AWS/Azure], to deliver the software. Such providers shall be subject to equivalent security and availability obligations.
SaaS clause with training session availability
This version includes optional training support.
The [Customer] may request up to [X] hours of remote training sessions per contract year, delivered by the [Provider]’s product specialists.
SaaS clause with customization disclaimer
This version addresses limitations on modifications.
The [Customer] acknowledges that the software is provided as-is and cannot be customized beyond configurable settings defined in the platform.
SaaS clause with permitted use by affiliates
This version allows affiliate usage.
The [Customer] may permit its affiliated entities to use the software under this Agreement, provided all usage is managed under a single administrative account.
SaaS clause with data portability rights
This version allows export of data.
The [Customer] may export its data from the software at any time using available export tools or APIs, in industry-standard file formats.
SaaS clause with beta feature participation option
This version offers access to experimental features.
The [Customer] may opt in to beta versions of upcoming features. Such features are provided on an as-is basis without support commitments.
SaaS clause with feedback usage consent
This version links to development improvements.
The [Provider] may use feedback provided by the [Customer] to enhance platform features, without obligation to implement specific suggestions or provide attribution.
SaaS clause with encryption standards declaration
This version clarifies security controls.
All data transmitted or stored in connection with the SaaS platform shall be encrypted using industry-standard protocols, including [TLS 1.2 or higher] and [AES-256].
SaaS clause with support tier designation
This version links SaaS to support level.
The [Customer] shall receive support services based on the selected support tier in [Schedule X], which may include response time guarantees and escalation protocols.
SaaS clause with service modification rights
This version reserves the right to change features.
The [Provider] may modify or discontinue non-core features or components of the software with [30 days’] prior notice to the [Customer].
SaaS clause with usage analytics tracking
This version includes monitoring.
The [Provider] may collect anonymized usage analytics for service optimization and performance benchmarking, excluding personal or confidential data.
SaaS clause with disaster recovery obligations
This version ensures continuity.
The [Provider] shall maintain a disaster recovery plan and perform regular testing to ensure rapid restoration of service in the event of system failure.
SaaS clause with browser and device requirements
This version sets minimum system specs.
The software may only be accessed using compatible web browsers and devices as listed in the current technical requirements documentation.
SaaS clause with support for mobile access
This version addresses mobile platform availability.
The [Provider] shall provide mobile access to the software via responsive web design or dedicated applications, subject to feature availability.
SaaS clause with change request protocol
This version governs functional change requests.
The [Customer] may submit functional change requests through the designated support portal. The [Provider] shall review such requests without obligation to implement them.
SaaS clause with regulatory compliance assurance
This version ties SaaS to compliance frameworks.
The [Provider] shall operate the software in compliance with applicable data protection and security regulations, including [GDPR, CCPA], where applicable.
SaaS clause with hosting location change notification
This version ensures advance notice of infrastructure changes.
The [Provider] shall provide at least [30 days’] notice before changing the hosting location of customer data to a different region or jurisdiction.
SaaS clause with usage cap enforcement
This version limits overuse.
If the [Customer] exceeds the usage limits set forth in this Agreement, the [Provider] may apply additional charges or suspend excess usage pending resolution.
SaaS clause with no offline functionality guarantee
This version disclaims offline access.
The [Provider] does not guarantee availability or functionality of the software in offline environments, and usage requires an active internet connection.
SaaS clause with trial period terms
This version defines conditions for evaluation use.
If the [Customer] accesses the software under a trial license, the trial shall expire after [X days], and access will be suspended unless converted to a paid subscription.
SaaS clause with termination for convenience
This version allows early exit.
Either party may terminate this Agreement for convenience by providing [30 days’] written notice, subject to applicable fees or data retrieval provisions.
SaaS clause with technical support hours
This version defines support availability.
Technical support shall be available during business hours, defined as [8:00 AM to 6:00 PM] [local time], Monday through Friday, excluding public holidays.
SaaS clause with exclusivity waiver
This version allows provider to serve competitors.
The [Provider] may offer similar SaaS services to other customers, including those operating in the same industry or sector as the [Customer].
SaaS clause with subcontractor usage permission
This version covers outsourced service provision.
The [Provider] may engage subcontractors to assist in delivering the software, provided such subcontractors are subject to confidentiality and security obligations.
SaaS clause with tax and fee exclusion
This version clarifies financial terms.
All fees stated in this Agreement are exclusive of applicable taxes, duties, and levies. The [Customer] shall be responsible for any such additional charges.
SaaS clause with penalties for unauthorized use
This version sets consequences for breaches.
Unauthorized use of the software by users not covered under this Agreement may result in immediate suspension and a surcharge of [X]% of the subscription fee.
SaaS clause with high-availability service configuration
This version ensures failover capability.
The software shall be deployed in a high-availability configuration with automated failover systems to minimize downtime during infrastructure failures.
SaaS clause with service change documentation commitment
This version provides change logs.
The [Provider] shall maintain documentation for all platform changes, including feature additions, removals, and updates, accessible to the [Customer] via the admin dashboard.
SaaS clause with real-time alert system
This version enables system alerts.
The [Provider] shall notify the [Customer] in real-time of any system disruptions, outages, or service anomalies via email or in-app alerts.
SaaS clause with white-label option
This version allows rebranding.
The [Customer] may request a white-labeled version of the SaaS platform with customized branding elements, subject to additional fees and branding guidelines.
SaaS clause with backup verification schedule
This version requires data backup testing.
The [Provider] shall verify its data backups at least once per month to confirm data integrity and restore capability.
SaaS clause with escalation procedure
This version enables tiered issue resolution.
The [Customer] may escalate unresolved issues in accordance with the escalation procedure set forth in [Schedule Z], including contact details for senior support personnel.
SaaS clause with IP ownership reservation
This version preserves provider’s rights.
The [Provider] retains all intellectual property rights in the software platform, including source code, interface design, and all related documentation.
SaaS clause with limitation of liability
This version limits exposure for SaaS failures.
The [Provider]’s total liability for claims arising from use of the software shall not exceed the total fees paid by the [Customer] in the preceding [12 months].
SaaS clause with early termination charge
This version applies fees for early exit.
If the [Customer] terminates the Agreement before the end of the subscription term, an early termination charge equal to [X]% of the remaining fees shall apply.
SaaS clause with trial-to-paid migration process
This version explains how trial users transition to paid plans.
Upon completion of the trial period, the [Customer] may convert to a paid subscription by selecting a plan and completing the billing setup. All trial data will be retained unless deleted by the [Customer].
SaaS clause with custom feature development agreement
This version enables separate contracts for custom builds.
Any request by the [Customer] for custom software features beyond the core platform shall require a separate agreement outlining scope, cost, and delivery timeline.
SaaS clause with downtime credit mechanism
This version provides service credits for outages.
If monthly system availability falls below [99%], the [Customer] shall be entitled to a credit equal to [X]% of the monthly subscription fee, applied to the next billing cycle.
SaaS clause with service reactivation terms
This version defines how to resume after suspension.
If access to the software is suspended due to non-payment or breach, the [Customer] may request reactivation upon resolving the issue, subject to a reactivation fee of [$X].
SaaS clause with open-source component disclosure
This version explains the use of open-source software.
The software may include open-source components licensed under separate terms. A list of such components and their licenses shall be made available upon request.
SaaS clause with customer reference consent
This version allows listing the customer as a reference.
The [Provider] may list the [Customer] as a client in marketing materials or case studies, subject to prior written consent from the [Customer].
SaaS clause with cross-border data transfer notice
This version highlights international data processing.
The [Provider] may transfer and process customer data across jurisdictions for infrastructure and support purposes, in accordance with applicable data protection laws.
SaaS clause with legacy system migration support
This version provides help in transitioning systems.
The [Provider] shall assist the [Customer] in migrating from legacy systems to the SaaS platform, subject to a separate migration services scope and fee.
SaaS clause with custom branding elements
This version offers optional visual customization.
The [Customer] may request custom branding elements, including logos, colors, and domain mapping, to personalize the platform interface.
SaaS clause with bug fix timelines
This version commits to prompt issue resolution.
The [Provider] shall use commercially reasonable efforts to address confirmed software bugs within [X] business days, based on severity level.
SaaS clause with feature deprecation notice
This version governs removal of features.
The [Provider] shall give the [Customer] at least [60 days’] notice before deprecating any core feature, including migration support if applicable.
SaaS clause with active user tracking for billing
This version ties billing to actual usage.
Subscription fees may be based on the number of active users each month, as determined by login activity and feature access logs.
SaaS clause with login credential security responsibilities
This version assigns credential management duties.
The [Customer] is responsible for maintaining the confidentiality and security of login credentials issued under this Agreement.
SaaS clause with error logging and diagnostics access
This version includes technical data for troubleshooting.
The [Provider] may collect technical logs and diagnostic data during service usage to troubleshoot errors and improve software reliability.
SaaS clause with extended notice for material changes
This version offers longer notice for significant updates.
The [Provider] shall provide at least [90 days’] notice prior to any material change that affects the software’s core functionality or data handling practices.
SaaS clause with managed service add-on
This version offers additional managed services.
The [Customer] may subscribe to an optional managed service tier, which includes configuration support, advanced monitoring, and dedicated account management.
SaaS clause with accessibility compliance statement
This version commits to inclusive design.
The [Provider] shall develop and maintain the software in alignment with accessibility standards such as WCAG 2.1 Level AA where reasonably practicable.
SaaS clause with data segregation guarantee
This version ensures customer data is isolated.
The [Provider] shall implement strict logical segregation controls to ensure that the [Customer]’s data is isolated from that of other customers within the platform.
SaaS clause with scheduled product roadmap updates
This version provides visibility into future plans.
The [Provider] shall share product roadmap updates with the [Customer] on a [quarterly] basis, including planned features, improvements, and known limitations.
SaaS clause with temporary service suspension right for maintenance
This version permits brief downtimes for updates.
The [Provider] may temporarily suspend access to the software to perform critical maintenance or upgrades, provided such suspensions are minimized and communicated in advance where possible.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.