SaaS Agreement

This SaaS Agreement (“Agreement”) is entered into between ScanOne (“Provider”) and the customer (“Customer”) for the provision of softwareas- a-service (SaaS) products. This Agreement ensures compliance with the New Zealand Privacy Act and other relevant laws and governs the terms and conditions of the SaaS services provided by the Provider.

Definitions:

1. “Provider” refers to ScanOne, the company providing the SaaS products.
2. “Customer” refers to the entity or individual that has subscribed to the SaaS services.
3. “SaaS Products” refers to the software-as-a-service products provided by the Provider.
4. “Data” refers to any information provided or made available by the Customer to the Provider through the use of the SaaS Products.

Services:

1. The Provider shall provide the Customer with access to the SaaS Products according to the subscription plan and specifications outlined in the applicable order form or agreement.
2. The Provider shall use commercially reasonable efforts to ensure the availability, security, and performance of the SaaS Products, subject to any agreed-upon service level agreements (SLAs).

Data Privacy and Protection:

1. Compliance with Laws: The Provider agrees to comply with all applicable laws, including the New Zealand Privacy Act, in relation to the processing of Data provided by the Customer.
2. Data Ownership: The Customer retains all ownership rights in the Data and grants the Provider a limited license to use the Data solely for the purpose of providing the SaaS Products.
3. Data Processing: The Provider shall process the Data only to the extent necessary for the provision of the SaaS Products and in accordance with the Customer’s instructions.
4. Security Measures: The Provider shall implement and maintain appropriate technical and organizational measures to protect the Data from unauthorized access, disclosure, or loss.
5. Subprocessors: The Provider may engage subprocessors to assist in providing the SaaS Products. The Provider shall ensure that such subprocessors comply with the same data privacy and protection obligations as set forth in this Agreement.
6. Data Breach Notification: In the event of a data breach involving the Customer’s Data, the Provider shall notify the Customer without undue delay and provide reasonable assistance as necessary to mitigate the effects of the breach.

Customer Obligations:

1. Compliance: The Customer shall comply with all applicable laws, including the New Zealand Privacy Act, in relation to the use of the SaaS Products and the processing of Data.
2. Authorized Users: The Customer shall ensure that only authorized individuals access and use the SaaS Products on its behalf and that they comply with the terms of this Agreement.
3. Data Accuracy: The Customer is responsible for the accuracy, quality, and legality of the Data provided to the Provider.
4. Acceptable Use: The Customer shall use the SaaS Products in accordance with the applicable documentation and solely for its internal business purposes.

Intellectual Property:

1. Ownership: The Provider retains all ownership rights, title, and interest in the SaaS Products and any related intellectual property.
2. License Grant: The Provider grants the Customer a non-exclusive, nontransferable license to use the SaaS Products during the term of this Agreement.

Confidentiality:

1. Definition: “Confidential Information” refers to any information disclosed by one party (Disclosing Party) to the other party (Receiving Party) that is marked as confidential or that should reasonably be considered confidential.
2. Confidentiality Obligations: The Receiving Party shall maintain the confidentiality of the Disclosing Party’s Confidential Information and use it solely for the purposes of this Agreement. The Receiving Party shall take reasonable measures to protect the confidentiality of such information.

Term and Termination:

1. Term: This Agreement shall commence on the effective date specified in the order form or agreement and shall continue for the initial term specified therein. Upon expiration of the initial term, this Agreement will automatically renew for successive renewal terms unless either party provides written notice of non-renewal at least [number of days] prior to the end of the current term.
2. Termination for Convenience: Either party may terminate this Agreement for convenience by providing written notice to the other party.
3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to remedy such breach within [number of days] after receiving written notice of the breach.
4. Effects of Termination: Upon termination of this Agreement, the Customer’s access to the SaaS Products will be discontinued, and the Customer shall cease all use of the SaaS Products. The Provider shall return or delete all Customer Data, unless retention is required by law.

Limitation of Liability:

1. To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement.
2. The total liability of either party for any claims arising out of or relating to this Agreement, regardless of the cause of action, shall be limited to the amount paid by the Customer for the SaaS Products during the [number of months] preceding the event giving rise to the liability.

Indemnification:

1. The Customer shall indemnify and hold the Provider harmless from any claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with the Customer’s use of the SaaS Products or the Customer’s breach of this Agreement.

Governing Law and Dispute Resolution:

1. This Agreement shall be governed by and construed in accordance with the laws of New Zealand.
2. Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved amicably, either party may pursue any available legal remedies.

Entire Agreement:

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or written.

Amendments:

Any amendments or modifications to this Agreement must be in writing and signed by both parties.

Severability:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver:

The failure of either party to enforce any provision of this Agreement shall not be deemed as a waiver of such provision or the right to enforce.