License Grant

Access and Use: The Provider grants the User a non-exclusive, non-transferable, revocable license to access and use the SaaS platform, including any related documentation, solely for the User's internal business purposes and in accordance with the terms of this Agreement.

Scope of Use: The license permits the User to utilize the SaaS platform through authorized user accounts, limited to the number of users specified in the subscription plan purchased by the User. The User shall not exceed the authorized user limit without prior written consent from the Provider.

Restrictions:The User agrees not to, and shall not permit any third party to: (a) sublicense, sell, resell, lease, distribute, transfer, or otherwise commercially exploit the SaaS platform; (b) modify, adapt, alter, or create
User Accounts: The Provider will provide the User with login credentials or other access methods necessary to enable the User to access the SaaS platform. The User is responsible for maintaining the confidentiality of such credentials and for all activities that occur under the User's account.

Ownership: The Provider retains all right, title, and interest in and to the SaaS platform, including all intellectual property rights. This Agreement does not convey any ownership rights or interests to the User.

Backup and Security: The Provider shall maintain reasonable security measures to safeguard User data and content stored on the platform. However, the User acknowledges and agrees that it is solely responsible for maintaining adequate backup copies of its data and content.

Compliance: The User agrees to use the SaaS platform in compliance with all applicable laws, regulations, and this Agreement. The Provider reserves the right to suspend or terminate access to the platform in the event of any violation of this Agreement.

Updates and Maintenance: The Provider may, at its discretion, update, modify, or enhance the SaaS platform. Such updates may be performed without prior notice to the User and may temporarily affect the availability or functionality of the platform.

Subscription Terms

Subscription Plans: The Provider offers various subscription plans for accessing the SaaS platform, each with different features, functionalities, and pricing tiers. The User shall select a subscription plan and pay the applicable fees as specified in the pricing schedule provided by the Provider.

Billing and Payment: The User agrees to pay all fees associated with the chosen subscription plan in accordance with the billing cycle specified in the agreement. The fees are non-refundable once paid. The Provider reserves the right to modify the pricing with reasonable notice to the User.

Renewal: Unless otherwise specified, the subscription will automatically renew at the end of each billing cycle for a subsequent term equal to the initial term, unless either party provides written notice of non-renewal at least [15 Days] before the end of the then-current term.

Upgrades and Downgrades: The User may upgrade or downgrade their subscription plan during the term of this Agreement by providing written notice to the Provider. Any changes to the subscription plan will be effective at the beginning of the next billing cycle.

Free Trials: The Provider may offer a free trial period for certain subscription plans. The terms and conditions of the free trial, including duration and limitations, will be specified by the Provider. At the end of the trial period, unless the User cancels the subscription, the User will be automatically enrolled in the paid subscription plan.

Taxes: The User is responsible for all applicable taxes related to the subscription fees, excluding taxes based on the Provider's net income.

Suspension for Non-Payment: In the event of non-payment or overdue payments, the Provider reserves the right to suspend access to the SaaS platform until all outstanding fees are paid in full. The Provider shall not be liable for any damages or losses resulting from the suspension of service due to non-payment.

Termination for Convenience: The User may terminate the subscription at any time by providing written notice to the Provider. No refunds will be provided for any prepaid fees upon termination.

Termination for Cause: The Provider may terminate the subscription immediately upon written notice if the User breaches any material provision of this Agreement and fails to remedy such breach within [15 days] of receiving written notice of the breach.

Data Security and Privacy

Confidentiality: The Provider acknowledges that the User's data and content stored, processed, or transmitted through the SaaS platform are considered confidential and agrees not to disclose or use such data except as necessary to provide the services or as required by law.

Data Handling: The Provider shall implement and maintain reasonable technical and organizational measures to protect the security, confidentiality, and integrity of the User's data. These measures shall include, but not be limited to, encryption of data in transit and at rest at places that don't affect the performance of the software, regular security assessments, and access controls.

Compliance with Laws: The Provider shall comply with all applicable data protection and privacy laws and regulations concerning the collection, use, and disclosure of personal information. The User acknowledges that they are responsible for ensuring that their use of the SaaS platform complies with all relevant privacy laws applicable to their operations.

Data Access and Control: The Provider shall only access the User's data to the extent necessary for providing support or as requested by the User. The User retains full control and ownership of their data and content and can export or delete such data at any time during the term of this Agreement.

Data Breach Notification: In the event of a data breach or unauthorized access leading to the compromise of the User's data, the Provider shall promptly notify the User of the breach and take all reasonable steps to mitigate the effects of the breach.

Subcontractors and Third Parties: The Provider may engage subcontractors or third-party service providers in the provision of the SaaS platform, provided that such entities agree to adhere to data protection and security obligations consistent with this Agreement.

Data Retention: Upon termination or expiration of this Agreement, the Provider shall delete or return all User data within a reasonable period, unless retention is required by law. The User is responsible for retrieving their data before the termination of the agreement.

Audit and Compliance: The Provider shall, upon the User's reasonable request and within a reasonable time frame, provide the User with information necessary to demonstrate compliance with the data security and privacy provisions of this Agreement.

Indemnification: The Provider agrees to indemnify and hold harmless the User from and against any claims, losses, damages, liabilities, or expenses arising out of the Provider's failure to comply with its obligations regarding data security and privacy under this Agreement.

Service Level Agreement (SLA)

This Service Level Agreement ("SLA") is an integral part of the SaaS Agreement ("Agreement") between [SaaS Provider] ("Provider") and [Customer] ("Customer").

1. Service Availability: agrees to maintain the service available 95% of the time, excluding scheduled maintenance. Downtime due to unplanned maintenance will be communicated 5 hours in advance, while planned maintenance is on weekends updated schedule as per https://www.datafrugal.com website.

2. Support and Maintenance:
a. Support Channels: Provider will offer support via https://www.datafrugal.com website during business hours 9 am to 6 pm Monday to Friday. Response times for different inquiries are detailed in Appendix A.
b. Maintenance Schedule: Scheduled maintenance will occur weekly, typically during non-peak hours and weekends for initial 6 months of the go live. Customers can see the schedule on www.datafrugal.com product website.

3. Incident Management:
a. Escalation Procedures: In the event of an incident, Provider will follow the escalation process outlined in Appendix B.
b. Resolution Time: Provider shall use commercially reasonable efforts to resolve critical issues within [8] hours/days.

4.Security Measures:
a. Data Security: Provider shall maintain industry-standard security measures to protect customer data.
b. Backup and Recovery: Regular backups will be performed on daily basis for data stored in DB the cloud data is backed up as per the providers schedule, with a detailed recovery plan in place.

5.Exceptions and Remedies:
a. Exclusions: This SLA does not cover downtime caused by [specified exceptions].
b. Remedies: In the event of Provider's failure to meet SLA commitments, Customer may be eligible for service credits as outlined in Appendix D.

6.Termination Clause:
Customer reserves the right to terminate the Agreement if Provider consistently fails to meet the SLA criteria as outlined herein.

7.Legal Considerations:
a. Liability Limitations: Provider's liability for service disruptions or data loss is subject to the limitations detailed in the Agreement.
b. Indemnification: Parties agree to indemnify each other as per the terms in the Agreement.

8.Modification and Review: Any changes or updates to this SLA will be communicated to Customers 15 days in advance. Regular review and updates may occur every quarter.

9.Definitions and Interpretations: Specific terms used herein are defined in Appendix E for clarification purposes.

Intellectual Property Rights

Software Ownership Clause

Ownership of Software:

a. The SaaS provider retains all rights, title, and interest in and to the software made available to the Customer as part of the SaaS subscription.
b. The Customer acknowledges that the software and any related intellectual property rights are and shall remain the exclusive property of the SaaS provider or its licensors.

License Grant:

a. The SaaS provider grants the Customer a non-exclusive, non-transferable license during the term of this agreement to use the software solely for the Customer's internal business operations.
b. The Customer shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the software.

Customer Data:

a. Any data, content, or materials uploaded, submitted, or transmitted by the Customer while using the software shall remain the property of the Customer or its licensors.
b. The Customer grants the SaaS provider a non-exclusive, royalty-free license to use, process, and store such data solely for the purpose of providing the services outlined in this agreement.

Intellectual Property Rights:

a. Each party retains ownership of its pre-existing intellectual property rights.
b. The Customer acknowledges that any improvements, enhancements, or modifications to the software made by the Customer or at the Customer's request shall become the property of the SaaS provider.

Termination:

a. Upon termination of this agreement, the Customer's right to access or use the software ceases immediately.
b. The SaaS provider may retain any data or content stored within the software for a reasonable period as required by law or for internal purposes.

Indemnification:

a. The Customer agrees to indemnify and hold harmless the SaaS provider against any claims, damages, or liabilities arising from the Customer's use of the software in violation of this agreement.

Governing Law:

a. This Software Ownership clause shall be governed by the laws of Indian Jurisdiction, without regard to its conflict of laws principles.

Use Restrictions:

a. The Customer shall not, directly or indirectly, sublicense, sell, distribute, lease, rent, loan, or otherwise make available the software to any third party without prior written consent from the SaaS provider.
b. The Customer shall not use the software for any unlawful, infringing, fraudulent, or unauthorized purpose.
c. The Customer shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices included in or on the software.

Prohibited Actions:

a. The Customer shall not reverse engineer, decompile, disassemble, or attempt to derive the source code of the software, except to the extent expressly permitted by applicable law or as agreed with the SaaS provider.
b. The Customer shall not modify, adapt, translate, or create derivative works based on the software without the explicit authorization of the SaaS provider.

Service Availability:

a. Scheduled Downtime: The SaaS provider may schedule routine maintenance or upgrades that may temporarily interrupt the availability of the service. The provider shall use reasonable efforts to notify the Customer in advance of any scheduled downtime.
b. Unscheduled Downtime: In the event of unplanned service interruptions or downtime, the SaaS provider shall take all commercially reasonable actions to restore the service promptly.

Exceptions:

a. Force Majeure: The SaaS provider shall not be liable for any failure or delay in service performance resulting from events beyond its reasonable control, including but not limited to natural disasters, acts of government, strikes, or telecommunications failures.
b. Third-Party Services: The SaaS provider shall not be responsible for any interruptions or deficiencies in service caused by third-party services or software integrated into the SaaS offering.

Remedies:

a. Service Credits: In the event of prolonged or significant service unavailability beyond agreed-upon service level agreements (SLAs), the SaaS provider may issue service credits or refunds as per the terms outlined in the SLA. b. Customer Obligations: The Customer shall promptly report any service issues or disruptions to the SaaS provider's support team and cooperate in the investigation and resolution of such issues. c. Escalation Procedures: The agreement may outline escalation procedures in case of unresolved service issues, detailing the steps both parties should take to resolve disputes or performance concerns.

Limitation of Liability:

a. Consequential Damages: Neither party shall be liable to the other for any consequential, incidental, indirect, special, or punitive damages arising out of or related to service interruptions, except as expressly provided in the agreement.

Termination Rights:

a. Termination for Prolonged Service Failure: If the service remains substantially unavailable for a prolonged period, either party may have the right to terminate the agreement as outlined in the termination clause.

Governing Law:

a. This Exceptions and Remedies clause shall be governed by the laws of Indian jurisdiction, without regard to its conflict of laws principles.

Termination by Customer:

a. Without Cause: The Customer may terminate the agreement without cause by providing [notice period of 15 days] prior written notice to the SaaS provider. b. For Cause: The Customer may terminate the agreement immediately if the SaaS provider materially breaches the terms of the agreement and fails to remedy such breach within a specified cure period after receiving written notice.

Termination by SaaS Provider:

a. For Cause: The SaaS provider may terminate the agreement immediately if the Customer breaches any material terms of the agreement and fails to remedy such breach within a specified cure period after receiving written notice. b. Non-Payment: The SaaS provider reserves the right to suspend or terminate services if the Customer fails to pay fees as outlined in the agreement, subject to any grace period or cure rights specified.

Effects of Termination:

a. Service Cessation: Upon termination, the Customer's access to the service will cease immediately, and the SaaS provider may permanently delete any Customer data stored within the service.
b. Outstanding Payments: Termination does not relieve the Customer of the obligation to pay any outstanding fees or charges accrued prior to termination.
c. Return of Property: The Customer shall return or destroy any confidential information, proprietary materials, or documentation provided by the SaaS provider upon termination. He acknowledges that after termination of the agreement he will seize to use the Software in any form what so ever.

Suspension of Services:

a. For Non-Payment: The SaaS provider may suspend services if the Customer fails to pay fees within the agreed-upon timeframe, subject to any notice period or grace period specified in the agreement. Unless specified the maximum duration to clear the due is 30 days. any additional delay from that the customer agrees to pay the dues on net 30 basis will be chargeable by the SaaS provider based on the interest rate prevalent in India during that time.
b. Security or Compliance Concerns: The SaaS provider reserves the right to suspend services immediately if the Customer's use of the service poses security risks, violates compliance requirements, or infringes upon third-party rights.

Refund Policy:

a. Upon Termination by Customer: The agreement may specify the SaaS provider's refund policy, if applicable, regarding pre-paid fees for the remainder of the subscription term upon termination by the Customer without cause.

Governing Law:

a. This Termination and Suspension clause shall be governed by the laws of Indian Jurisdiction, without regard to its conflict of laws principles.

Termination Rights:

a. Mutual Termination: Both parties have the right to terminate the agreement according to the terms specified in the contract, whether it's termination for cause, termination without cause, or expiration at the end of a defined term.
b. Termination for Cause: Conditions under which either party can terminate the agreement immediately due to a material breach of the contract by the other party, with a defined cure period for such breaches.

Effects of Termination:

a. Service Cessation: Upon termination or expiration of the agreement, the SaaS provider will cease providing access to the service to the Customer.
b. Data Handling: Procedures for the handling of customer data upon termination, including data extraction, backup, or deletion. The SaaS provider might specify a time frame within which the Customer can retrieve their data before it's permanently deleted.
c. Continued Obligations: Any obligations that survive termination, such as confidentiality, payment of outstanding fees, or indemnification, shall remain in effect.

Outstanding Payments:

a. Payment Obligations: Clarification on any outstanding payments or fees owed by the Customer at the time of termination or expiration of the agreement.
b. Refund Policy: If applicable, details regarding refunds for pre-paid services or fees for the remainder of the subscription term upon early termination by the Customer without cause.

Transition Assistance:

a. Assistance from SaaS Provider: If necessary and agreed upon, the SaaS provider might offer transition assistance, such as providing guidance or support in transferring data or migrating to a new service.

Post-Termination Rights and Restrictions:

a. Use of Service: Clarification on whether the Customer is allowed access to the service for a specified period after termination solely for data retrieval purposes, or if access is completely restricted.
b. Non-Compete or Non-Solicitation: Any restrictions on the Customer's ability to compete with the SaaS provider or solicit its employees or clients after termination.

Governing Law:

a. This End of Agreement clause shall be governed by the laws of Indian Jurisdiction, without regard to its conflict of laws principles.

External Factors Clause

Scope:

Clearly define what constitutes "external factors," which may include, but not limited to, changes in taxes, regulatory requirements, currency fluctuations, infrastructure costs, or third-party service expenses directly impacting the cost of providing the service.

Cost Increase Trigger:

a. Thresholds: The SaaS provider reserve the right to increase cost by changing its subscription cost due to the change in operating cost because of third party cloud providers cost change, the effective change will be published on the website with a minimum notice of 1 week, this change will be effective immediate billing cycle.

Adjustment Scenarios:

a. Cost Increases: Specify circumstances that may lead to price adjustments, such as increased operating costs, changes in taxes or regulatory fees, upgrades or enhancements to the service, or other factors directly impacting the cost of providing the service.
b. Service Enhancements: Clarify whether price adjustments might accompany significant enhancements, new features, or expanded functionalities added to the service during the subscription period.

Notification and Communication:

a. Notice Period: Specify the advance notice period the SaaS provider must provide to the Customer before implementing any price adjustments.
b. Method of Notification: Define the method of communication for notifying the Customer about the proposed price adjustments, which might include email, through the SaaS platform, or via written notice.

Adjustment Mechanism:

a. Basis of Adjustment: Detail how price adjustments will be calculated, whether it's a fixed percentage increase, a formula-based adjustment linked to specific indices or market rates, or a discretionary adjustment determined by the SaaS provider.
b. Frequency of Adjustments: Clarify whether adjustments will occur on a scheduled basis, annually or if they're contingent upon specific events or triggers, such as cost increases or service upgrades.

Renewal and Existing Contracts:

a. Price Lock-In: Specify whether existing customers will be subject to new pricing upon renewal or if they will be allowed to maintain the original pricing for a certain duration.

Governing Law:

a. This Price Adjustments clause shall be governed by the laws of Indian Jurisdiction, without regard to its conflict of laws principles.