Last Updated: March 13, 2023
The Right SaaS Attorney for Your Business
An Experienced SaaS Attorney is Essential
Making sure that your company's rights regarding software-as-a-service agreements are protected is important. Get the experienced counsel you need with this guide on finding a SaaS attorney.
When it comes to the creation and enforcement of software-as-a-service (SaaS) agreements, a qualified SaaS attorney can make all the difference. Here, we will explore what qualities to look for in a SaaS attorney as well as how to find the right one for your company's needs.
How I Can Help
As a SaaS attorney, I have helped SaaS entrepreneurs with creating the right SaaS agreements and SaaS reseller agreements and have successfully negotiated thousands of profitable SaaS transactions and SaaS reseller transactions.
I can help you, particularly if you're a startup, to navigate the complex issues involving SaaS transactions and SaaS reseller transactions.
What is a SaaS Agreement?
A SaaS (Software as a Service) agreement is a legal contract between a SaaS provider and a customer that outlines the terms and conditions for accessing and using the SaaS software. SaaS is a cloud-based model where software is delivered over the internet, and users access it through a web browser, proprietary software, or a mobile application.
The SaaS agreement typically covers essential details such as the scope of the services being offered, pricing and payment terms, data security, service level agreements (SLAs), intellectual property rights, and limitations of liability.
The agreement will also typically includes provisions for termination, renewal, and any applicable service-level guarantees or performance metrics. These terms are designed to protect the interests of both the provider and the customer and ensure a smooth and mutually beneficial relationship between the parties.
In summary, a SaaS agreement is an essential legal document that governs the relationship between a SaaS provider and its customers, outlining the terms and conditions for using the SaaS software.
Your Concerns and Challenges With Your SaaS Agreement
As a SaaS (Software as a Service) provider, there are several concerns and challenges that can arise when creating and negotiating a SaaS agreement with a customer.
Some of the most common concerns and challenges include these SaaS legal issues:
1. Data Security: One of the biggest concerns for SaaS providers is the security of customer data. Providers need to ensure that their systems are secure and that they have the necessary safeguards in place to protect sensitive customer data from unauthorized access.
2. Service Level Agreements (SLAs): Customers may have high expectations for service availability and performance, which can be difficult for providers to guarantee. Providers need to establish clear SLAs and ensure that they have the necessary infrastructure and support to meet those SLAs.
3. Intellectual Property Rights: SaaS providers need to be careful to protect their intellectual property rights, including their software code and proprietary technology. They may need to include provisions in the SaaS agreement that restrict the customer's use of the software and protect the provider's intellectual property.
4. Liability and Indemnification: Providers may be concerned about potential liability for issues such as data breaches or service interruptions. They may need to include limitations of liability and indemnification provisions in the SaaS agreement to protect themselves from legal liability.
5. Pricing and Payment Terms: SaaS providers need to ensure that their pricing and payment terms are clear and transparent. They also need to be flexible enough to accommodate different customer needs and pricing models.
Big Issue: Is Your SaaS Agreement the Right Fit for Your Target Market?
Don't lose sight of one of your primary objectives:
* Eliminate unnecessary barriers to reaching an agreement, and
* Execute the agreement (close the sale) as efficiently as possible.
One question to ask yourself: what does my prospective customer expect in a SaaS agreement?
All prospective customers typically like to see an agreement that is:
* Typical in terms of form and format, and
* Provides for the terms and conditions that are relevant to their type of business.
Small businesses typically like to see an agreement that is:
* Relatively easy to review and understand,
* Not too long or complex,
* Free of excessive legal jargon, and
* Covers the "business" points well.
Large enterprise-level businesses typically like to see an agreement that:
* Is comprehensive,
* Will be substantially negotiated,
* In many cases, uses their standard agreement as a baseline (not yours),
* Allows them an easy "out" of the agreement if circumstances change,
* Contains strong protections for privacy and data security,
* Limits their liability in relatively "standard" ways, and
* Contains a comprehensive Service Level Agreement (SLA).
Middle-sized businesses typically like to see some of the foregoing requirements of both small and enterprise-level businesses; however, some of the same requirements may differ in terms of scope between middle-sized and enterprise-level businesses.
For example, regarding an SLA, enterprise-level customers may require a so-called ("five 9s") uptime guarantee (99.999%), while middle-size businesses may accept a guarantee with a more limited scope.
Your SaaS attorney should have substantial experience with each of the three types of customers in your target market regarding:
* The types of agreements they expect, and
* How to approach negotiations (if required) for execution as efficiently as possible.
What is a SaaS Reseller Agreement?
A SaaS (Software as a Service) Reseller Agreement is a legal contract between a SaaS provider and a reseller who sells the SaaS provider's online service to end users. In this model, the SaaS provider develops and delivers the software, while the reseller acts as a reseller, promoting and selling the SaaS service to their customers.
What are the Typical Terms provided in a SaaS Reseller Agreement?
The SaaS Reseller Agreement typically outlines the terms and conditions under which the reseller may market and sell the SaaS software, including pricing, payment terms, and any applicable commissions or fees. The agreement may also include provisions for marketing materials, training, and support that the SaaS provider will offer to the reseller.
The SaaS Reseller Agreement may also specify the scope of the reseller's authority to act on behalf of the SaaS provider, any restrictions on the reseller's use of the SaaS provider's intellectual property, and any limitations of liability for both parties.
Overall, the SaaS Reseller Agreement is designed to protect the interests of both the SaaS provider and the reseller and to ensure a mutually beneficial relationship between the parties.
Your Concerns and Challenges With Your SaaS Reseller Agreement
Concerns and challenges that are unique to SaaS providers in SaaS Reseller Agreements include, but are not limited to, the following SaaS legal issues.
* Pass-Through Terms - the SaaS provider needs to protect its intellectual property rights by requiring the reseller to pass through certain terms to users of the SaaS service who are originated by the reseller.
* Licensing Restrictions - the SaaS provider needs to ensure against overbroad rights licenses that can have a negative impact on the SaaS provider's present and future markets.
* Privacy and Data Security - the SaaS provider and the reseller each have an interest in protections for data security claims caused by the other.
* Survival Rights for End-Users - the SaaS Reseller Agreement should determine how the rights of end-users procured by the reseller are affected by the expiration and termination of the SaaS Reseller Agreement.
* Technical Support - the SaaS Reseller Agreement should specify the mutual responsibilities for end-user support.
What is an Online Subscription Agreement (Terms & Conditions for an eCommerce Portal)?
An online subscription agreement is a legal contract between a company offering online subscription services and the individual or entity that is subscribing to those services. This type of agreement typically outlines the terms and conditions of the subscription, including the rights and obligations of both parties.
What Provisions does an Online Subscription Agreement Typically Include?
The online subscription agreement will typically include essential details such as the price of the subscription, the duration of the subscription, any applicable renewal terms, and any limitations on the use of the subscription service.
The agreement may also cover topics such as payment terms, cancellation policies, data privacy and security, intellectual property rights, and limitations of liability. It may also specify the procedures for resolving disputes between the parties.
Overall, an online subscription agreement is designed to protect both the provider and the subscriber and to ensure that both parties understand their respective rights and obligations with respect to the subscription service.
What are the Primary Differences Between a SaaS Agreement and an Online Subscription Agreement?
An online subscription agreement and a Software-as-a-Service (SaaS) agreement are both legal contracts that govern the use of online services. However, they have some important differences:
* Scope of Services: An online subscription agreement typically governs the use of a specific online service or platform, while a SaaS agreement governs the use of software that is delivered over the internet as a service.
* Delivery of Services: In an online subscription agreement, the service is typically delivered through a website or other online platform, whereas in a SaaS agreement, the software is delivered over the internet.
* Payment Structure for SaaS Agreements: payment typically involves a fee structure based on the usage or consumption of the SaaS service. This may include a monthly or annual fee based on the number of users, amount of storage used, or other usage-based metrics. The pricing for a SaaS agreement may also be structured as a one-time fee for a license to access and use the software or a combination of a license fee and usage-based fees.
* Payment Structure for Online Subscription Agreements: payment typically involves recurring payments for access to a service or content. The payment structure can vary based on the subscription model chosen by the provider, such as monthly, quarterly, or yearly payments. In some cases, the subscription may automatically renew at the end of the subscription period unless the subscriber cancels. The pricing for the subscription may also vary depending on the features and benefits offered.
* Limitation of Liability: liability limitations for SaaS Agreements typically represent a negotiated agreement regarding liability terms, whereas Online Subscription Agreements are typically not negotiated to result in a very one-sided agreement in the Subscription provider's favor.
How to Get Started
It's essential that you discuss SaaS with SaaS attorneys to find the right SaaS attorney for your business.
The recommended way to get started is to scroll to the bottom of this page, click on the "Book a Call" button, then schedule a call.
We'll discuss your requirements and concerns and answer any questions you may have.
There may be key SaaS legal issues you're not aware of.
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Best wishes for your online business success.
- Juris Doctor Degree, Wake Forest University School of Law
- Adjunct Professor of Law, Wake Forest University School of Law (20 years)
- Martindale-Hubbell Highest Attorney Peer Rating – AV® PREEMINENT™
Co-Founder & CEO, FTCGuardian.com, #1 in FTC Compliance Training