Will walsh and derek karchner recently made a presentation on legal issues surrounding software as a service saas agreements. The resellerdistributor then resells the saas software and services to its own local customers in the territory using its own terms and conditions and sla. For convenience and consistency, however, the definitions of certain terms related to our products and services namely software, hosted. Migrating software applications to the cloud can have significant cost and operational advantages. Software as a service agreement contract standards. But software as a service saas seems to throw a wrench into the. What is the best distribution agreement a b2b saas startup. Access to this document and the leaplaw web site is provided with the understanding that neither leaplaw inc. Examples of business systems increasingly being provided on a saas model are. This copyleft code is provided to software companies with certain conditions, particularly a requirement that, if the company distributes its own product, it must distribute it as open source software. By selecting the agreement type below, you may find the agreement documents referenced in your order forms for software and service offerings from sap concerning onpremise software. Ive written in the past about saas channels and how most people are doing it wrong, and there seems to be renewed interest in this topic.
Saas contracts should not use licenses to software. Dont use license agreements for software as a service tech. In a license, the customer gets rights to copy and use software, while in a services contract, the customer gets a service, like tech support or it consulting. Software as a service saas is a software distribution model in which a thirdparty provider hosts applications and makes them available to customers over the internet. While these agreements could be structured differently, here are some good general rules i. When engaging a reseller to sell your software as a service saas, the reseller takes care of the marketing and selling within a particular. Software distribution agreement this software distribution agreement agreement is made between wordlogic software owner and handango, inc. Software as a service saas, typically pronounced sass is a software distribution model in which applications are hosted by a vendor or service provider and made available to customers over a network, typically the internet. When i refer to a saas reseller agreement, i mean an agreement under which either. This template is versatile and can be used with many different products and potential clients. It is sometimes referred to as ondemand software, and was formerly referred to as software. A saas reseller agreement involves a software services provider, known as the vendor, granting another business, the reseller, the rights to enter into a contract.
This software as a service saas subscription agreement is a binding agreement made between telos corporation telos and you, the licensee you, your, licensee or customer, and governs your use, under license, of certain telos software and access to certain telos services according to the terms and conditions. A software as a service agreement or a cloud services agreement is a licensing agreement that grants a subscriber the right to access and use hosted services. Dont use license agreements for softwareasaservice. Online website legal forms generator automates drafting your saas reseller agreement, saas agreement, software as a service agreement quickly, cost effectively. Legal issues in software as a service saas agreements. Since this is software asaservice, people cannot get away from.
Differences between software licensing agreements and. The reseller distributor then resells the saas software and. Did you know the us supreme court changed software and saas distributor reseller law in 2007. Software owner grants publisher and publishers authorized sales. Software reseller agreement template simmonds stewart. The confusion stems from the central role of software in software.
Saas reseller agreement 1 mistake in how you structure your saas. I bet you missed it, but i always look for the software law perspective of these cases how does this apply to softwaresaas reseller agreement, softwaresaas distribution agreements and softwaresaas oem agreements. Saas and software channel agreements aber law firm. The 7 mistakes lawyers often make when drafting a saas agreement. Saas is one of three main categories of cloud computing, alongside infrastructure as a service iaas and platform as a service paas. The saas agreement can be downloaded and edited without registration. Saas agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the saas services and the maintenance. What should i include in my saas reseller agreement. Saas agreement saas reseller agreement software as a. There are essentially 3 different saas channel models. This type of software is called software as a service, or saas.
Software as a service saas license agreement sample. However, to skilfully negotiate and draft saas agreements, counsel must understand not only the legal issues that are common to software license and saas agreements. By contrast, software distribution is customer owned the purchased software. The 7 mistakes lawyers often make when drafting a saas.
A saas reseller agreement involves a software services provider, known as the vendor, granting another business, the reseller, the rights to enter into a contract with a third party customer as the principal for providing the vendors services to the third party. This agreement regulates the provision of softwareasaservice saas to customers by means of the internet. Customer agrees to use commercially reasonable efforts to ensure that its employees and users of all. The reseller distributor then resells the saas software and services to its own local customers in the territory using its own terms and conditions and sla. Reseller partner agreement saas this reseller partner agreement this agreement is entered into as of insert date the effective date by asc networks inc. What to remember about saas reseller agreement and saas oem agreement models. A saas agreement is a document that sets out the provision and delivery of software services to customers through the internet. Subject to this agreement, reseller may identify itself as partner solely in connection with its resales of software. Important clauses in a saas agreement software as a service saas is kind of a software and a delivery model which is licensed on a subscription basis. Dont use license agreements for softwareasaservice tech. Where can i find a good template for saas reseller agreement. If you decide to use a local partner to resell your saas software to customers outside of the countries in which you are based, you will need to have a distribution reseller agreement in place between yourself and each distributorreseller.
Software as a service saas agreement vmsg dashboard performance management system the purpose of this agreement hereafter referred to as the agreement is to set forth. A saas software asaservice sales proposal is a document to help saas companies pitch their saas product to potential clients. Saas agreements resellerdistribution need for a reseller. This nonexclusive software reseller agreement this agreement is entered into as of the date of approval into the innovative litigation services reseller program the effective date, by and between innovative litigation services. This usually means the provision of generally packaged software, hosted and maintained by a provider, who also supplies initial and ongoing support services. Nov 01, 2016 what is a software as a service saas agreement. The agreement or contract that governs the access and use of the software service and describes the rights and obligations of the parties is referred to as a saas agreement. The agreement covers, amongst other things, the customers rights to use the services and the limitations upon that usage. The licensor has developed the software included in this software distribution agreement and the licensee has expressed an interest to become a distributor of the software. These agreements may be in the form of software licensing agreements e. Fortunately, the newish landscape isnt actually all that confusing or all that newish. Start by trying different strategies and approaches with your prospects. Saas reseller agreement 9 decision points to avoid killer mistakes. Many softwareasaservice saas contracts grant a license to use the vendors software.
Software as a service guidelines weber state university. Many saas systems include copyleft open source software a. Software as a service saas is all customers using same version of software hosted by vendor. Mar, 2017 a traditional software license described above does not apply to software asaservice saas contracts because the customer does not download or install copies of the software. It can be hosted on services providers data center cloud or on clients premises. For purposes of this agreement, a package means physical or electronic media containing a particular product, related user documentation, and software providers end user license agreement. A resellerdistributor purchases the suppliers saas software and services under the terms of a resellerdistribution agreement. It differs from a software license agreement which gives the licensee the right to a copy of the licensed software. This agreement regulates the provision of software asaservice saas to customers by means of the internet. Software, documentation, computer hardware, programs, reports and specifications, client software and deliverables provided or made available to customer in connection with service providers performance of the saas services, in each case developed or acquired by the service provider independently of this agreement. The resellerdistributor then resells the saas software and services to its own local customers in the territory using its own terms and conditions. If the software is high risk or high value, andor the arrangement will involve the company being the software supplier, not the reseller providing additional services to the reseller, you should use an agreement. Software as a service saas vs software distribution hrsifu. Deliverable means any software, equipment consultations, documentation andor other materials.
Instead of installing software directly onto your computer, programs are available through a website or app. Do saas products require, or can they benefit from, distribution through a 3rd party. Source code escrows have always been a bit of a strange beast. Saas agreements resellerdistribution international saas. Saas reseller agreement, saas distributer agreement, saas referral agreement or saas oem agreement. Nowadays, it has become harder to find these people because they can be anywhere, from social media, to. End user license agreement order form supplement for salesforce community page optimizer end user license agreement order form supplement for salesforce inbox mobile app for ios end user license agreement. Oct 21, 2010 i often get the question of which type of saas distribution agreement do i need i. Agreement sample assumes no liability for the content of this document or for any action or inaction taken as a result of it. Saas reseller agreements revisited submitted by alasdair taylor on tue, 14072015. However, it is imperative for a vendor to understand when to use software licensing agreements and when to use a saas agreement. A saas agreement is a services contracts, pure and simple. Saas is a service, as the name implies, and it doesnt need a license. Software asservice is a software distribution model with which a business hosts software applications and makes them available to customers over the internet.
Software as a service saas agreement vmsg dashboard performance management system the purpose of this agreement hereafter referred to as the agreement is to set forth to define an arrangement under which certive will provide software as a service saas for the benefit of the customer. I often get the question of which type of saas distribution agreement do i need i. In consideration of these facts, the licensor and licensee agree to abide by the following terms for the duration of this software distribution agreement. Saas reseller agreement software on reseller serverexecuted for use where licensor grants to licensee reseller rights to load licensors software products in object code form on licensees server and to distribute web services saas generated by the software products from licensees website. Aug 10, 2015 software as a service saas is all customers using same version of software hosted by vendor. If you decide to use a local partner to resell your saas software and services to customers outside of the countries in which you are based, you will need to have a distribution reseller agreement in place between yourself and each distributorreseller. Not every piece of software is available over the cloud, but for most businesses, using software as a service helps keep them ahead of their competition. As the software is licensed on a subscription basis and centrally hosted, it is often distributed ondemand in the cloud. Well, you take some software, and then you host it, so logically, a saas agreement is a licence agreement plus a hosting agreement, right. The customer remotely logs into the vendors system to access and use the software, usually through the internet. Onpremise software agreements in general, the order form for onpremise software consists of multiple elements. Software as a service saas arrangements are increasingly replacing onsite software licensing for many it applications. Sep 12, 2011 most it contract drafters know the difference between a software license agreement and a technology services contract. Software distribution agreement template get free sample.
What is saas and which essential terms should be included in. Software as a service saas license agreement sample this document is intended for informational and self educational purposes, to illustrate the diversity of written agreements. A reseller distributor purchases the suppliers saas software and services under the terms of a reseller distribution agreement. Dont use license agreements for software as a service. It is then resold to the local customers within the reseller or distributors territory, under its own terms and conditions and service level agreement, known as an sla. The reseller or distributor will purchase saas software and services from the supplier under the terms set forth in a reseller or distribution agreement.
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