UNIVOLD ENTERPRISE SOFTWARE-AS-A-SERVICE AGREEMENT
This Software-as-a-Service Agreement (“Agreement”) is entered into by and between Univold (“Provider”) and the entity or individual agreeing to these terms (“Customer”). This Agreement governs Customer’s access to and use of the Univold platform, including associated software, APIs, documentation, and services (collectively, the “Service”).
By executing an order form, accessing, or using the Service, Customer agrees to be bound by this Agreement.
1. Service Grant
Subject to the terms and conditions herein, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service solely for Customer’s internal business operations during the applicable subscription term.
All rights not expressly granted are reserved by Provider.
2. Subscription Terms
Access to the Service is provided on a subscription basis as specified in one or more ordering documents (“Order Forms”). Subscription fees are payable in advance unless otherwise stated. Except as required by applicable law or expressly provided herein, all fees are non-refundable.
3. Usage Restrictions
Customer shall not, and shall not permit any third party to:
a) reverse engineer, decompile, disassemble, or attempt to derive source code from the Service;
b) modify, copy, or create derivative works of the Service;
c) access the Service to build a competitive product or service;
d) circumvent or interfere with security-related features or usage limits;
e) resell, lease, sublicense, or otherwise commercially exploit the Service.
4. Customer Data
As between the parties, Customer retains all right, title, and interest in and to data, content, and materials submitted to the Service (“Customer Data”). Customer grants Provider a limited, worldwide license to host, process, transmit, and display Customer Data solely to provide and improve the Service.
5. Security and Compliance
Provider shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Provider may update such safeguards from time to time, provided that such updates do not materially reduce overall protection.
6. Service Availability
Provider will use commercially reasonable efforts to maintain availability of the Service. However, the Service may be subject to scheduled maintenance, emergency downtime, or interruptions caused by factors beyond Provider’s reasonable control.
7. Intellectual Property Rights
Provider retains all right, title, and interest in and to the Service, including all software, documentation, enhancements, updates, and modifications thereto. The Service is protected by applicable intellectual property laws and international treaties.
8. Confidentiality
Each party agrees to maintain the confidentiality of non-public information disclosed by the other party and to use such information solely for purposes of performing under this Agreement.
9. Term and Termination
This Agreement remains in effect for the duration of the applicable subscription term. Either party may terminate this Agreement for material breach if such breach remains uncured for thirty (30) days following written notice. Upon termination, Customer shall cease use of the Service and Provider may deactivate Customer’s access.
10. Disclaimer and Limitation of Liability
To the maximum extent permitted by law, the Service is provided “as is” and Provider disclaims all warranties, express or implied. In no event shall Provider be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of data, revenue, or profits. Provider’s total aggregate liability shall not exceed the amounts paid by Customer in the twelve (12) months preceding the event giving rise to the claim.
11. Governing Law
This Agreement shall be governed by the laws of the jurisdiction in which Provider is established, without regard to its conflict of laws principles.
If you want, I can also convert this into a real enterprise MSA + SLA bundle (with uptime %, credits, DPA clauses, and audit rights) which is what companies actually use in SaaS procurement.