SaaS End-User Licence Agreement (click-wrap)

This B2B ‘Click-wrap’ SaaS End-User Licence Agreement (EULA) template is designed for use between two businesses in the context of providing software as a service (SaaS).  The term 'click-wrap' refers to the method of acceptance, where the user must click an acceptance button to access and use the software.  This template outlines the terms and conditions under which the supplier offers remote access to a software application on a subscription basis through a public cloud model.  It assumes that the end-user will not download the software but will access it in the supplier’s hosted environment.  The EULA provides a framework for commercial visibility and control over the use of the application, detailing the rights and responsibilities of both parties, including provisions for updates, intellectual property rights, limitations on use, and support services.  This template ensures that the terms are enforceable and clearly communicated to the end-user. 

Subscription Terms:

1. Subscription Basis: The software is provided on a SaaS subscription basis through a public cloud model.
2. No Download: The end-user will access the software remotely without downloading it onto their device.
3. Subscription Period: The subscription period is defined as [insert time period, e.g., 12 months] from the date on which the Customer pays the Fees to the Supplier.
4. Updates and Upgrades: The supplier may provide updates and upgrades at its discretion, which will be subject to the EULA terms.
5. Support Services: Support services are available during the subscription period as specified in the Subscribed Service Specific Terms.
6. Changes to Services and Terms: The supplier may update the terms and modify the features and functionality of the services.
7. Suspension: The supplier may suspend access to the services for misuse, non-payment, or legal requirements.
8. Termination: The EULA can be terminated for convenience with 30 days' notice or for material breaches.

Ownership of Intellectual Property Rights:

1. Supplier Ownership: All Intellectual Property Rights in the Services are owned by or licensed to the Supplier.
2. License Grant: The right to access and use the Subscribed Services is licensed (not sold) to the Customer.
3. No Source Code Access: The Customer shall have no right to access the Subscribed Services in source code form.
4. Assignment of Rights: Any Intellectual Property Rights acquired by the Customer in any part of the Services shall be assigned to the Supplier.
5. Customer Data License: The Customer grants a royalty-free, non-transferable, non-exclusive license for the Supplier to use Customer Data as necessary to perform the Services.
6. Third Party Software: Use of Third Party Software is subject to additional third-party terms.
7. Feedback Rights: The Supplier may use any feedback and suggestions for improvement provided by the Customer without charge or limitation.
8. IPR Claims: The Supplier may modify or replace the Subscribed Services to avoid infringement or terminate the Agreement if an IPR Claim arises. 

This template also includes the following provisions:

Acceptance Method: The EULA is a 'click-wrap' agreement requiring users to click 'accept' to access and use the software.

Subscription Basis: The software is provided on a SaaS subscription basis through a public cloud model.

No Download: The end-user will access the software remotely without downloading it onto their device.

Updates and Upgrades: The supplier may provide updates and upgrades at its discretion, which will be subject to the EULA terms.

Enforceability: Terms must be brought to the user's attention before the contract is made to ensure enforceability.

Definitions: Key terms such as Acceptable Use Policy, Affiliates, Agreement, Authorised Users, and Customer Data are defined.

System Requirements: The software requires specific technical specifications to operate correctly.

Rights of Access and Use: Users are granted a limited, non-exclusive, non-transferable right to access and use the software for internal business purposes.

Limitations on Use: Users cannot modify, reverse engineer, or distribute the software, among other restrictions.

Authorised Users: Only authorised users, who are employees or contractors, can use the software, and their usage must comply with the EULA.

Indemnity: The customer must indemnify the supplier against any losses resulting from a breach of the agreement.

Support: Support services are available during the subscription period as specified in the Subscribed Service Specific Terms.

Changes to Services and Terms: The supplier may update the terms and modify the features and functionality of the services.

Records and Audit: The customer must maintain accurate records of usage and allow the supplier to audit these records.

Warranty: The supplier warrants that the software will operate as described and will provide services with reasonable care and skill.

Customer Responsibilities: The customer must comply with all applicable laws and ensure the accuracy and legality of their data.

Intellectual Property Rights: All intellectual property rights in the services are owned by or licensed to the supplier. The customer has no rights other than those granted under the EULA.

Suspension: The supplier may suspend access to the services for misuse, non-payment, or legal requirements.

Termination: The EULA can be terminated for convenience with 30 days' notice or for material breaches.

Governing Law and Jurisdiction: The EULA is governed by the laws of England and Wales, and disputes will be settled in the courts of England and Wales.