This SaaS Subscription Agreement (the “Agreement”) is entered into as of 2024/15/12, by and between:

SIRANA a PTY LTD having its principal place of business at [Provider’s Address] (“Provider”), and
the “Customer”.

RECITALS

WHEREAS, Provider owns and operates a proprietary software platform (“SaaS Platform”) and provides access to it on a subscription basis; and
WHEREAS, Customer desires to obtain access to the SaaS Platform under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 “SaaS Platform” means the proprietary software application provided by Provider, accessible remotely via the internet, including any updates or enhancements offered by Provider during the Term.

1.2 “Authorized Users” means individuals authorized by Customer to access and use the SaaS Platform in accordance with this Agreement.

1.3 “Confidential Information” means any non-public information disclosed by one party to the other under this Agreement, including, without limitation, business plans, data, and technical details.

2. ACCESS AND USE

2.1 Access Grant. Subject to the terms of this Agreement, Provider grants Customer and its Authorized Users a non-exclusive, non-transferable, revocable right to access and use the SaaS Platform solely for Customer’s business purposes during the Term.

2.2 Restrictions. Customer shall not, and shall ensure that Authorized Users do not:

  • Reverse engineer, decompile, or otherwise attempt to discover the source code of the SaaS Platform.
  • Sell, sublicense, or distribute access to the SaaS Platform to any third party.

3. OWNERSHIP

3.1 Ownership of SaaS Platform. Provider retains all rights, title, and interest in and to the SaaS Platform, including all intellectual property rights. This Agreement does not grant Customer any ownership rights in the SaaS Platform.

3.2 Customer Data. Customer retains all rights, title, and interest in and to data provided by Customer and Authorized Users through the SaaS Platform (“Customer Data”). Provider shall use Customer Data solely to provide the services under this Agreement.

4. CONFIDENTIALITY

4.1 Obligations. Each party agrees to:

  • Maintain the confidentiality of the other party’s Confidential Information.
  • Use the other party’s Confidential Information solely for the purposes of this Agreement.
  • Protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.

4.2 Exclusions. Confidential Information does not include information that:

  • Is publicly available without breach of this Agreement.
  • Was lawfully obtained from a third party without confidentiality obligations.
  • Is independently developed without use of the other party’s Confidential Information.

5. WARRANTIES AND DISCLAIMERS

5.1 Provider Warranties. Provider warrants that it has the right to grant access to the SaaS Platform under this Agreement.

5.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SAAS PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6. INDEMNIFICATION

6.1 By Provider. Provider shall indemnify and hold Customer harmless from any claims arising from infringement of third-party intellectual property rights by the SaaS Platform.

6.2 By Customer. Customer shall indemnify and hold Provider harmless from any claims arising from Customer’s use of the SaaS Platform in violation of this Agreement.

7. TERM AND TERMINATION

7.1 Term. This Agreement shall remain in effect until terminated in accordance with this Section.

7.2 Termination. Either party may terminate this Agreement:

  • Upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days.
  • Immediately if the other party becomes insolvent or files for bankruptcy.

7.3 Effect of Termination. Upon termination, Customer’s access to the SaaS Platform shall immediately cease, and all fees owed up to the termination date shall become due.