Master Subscription Agreement (SaaS)

# Master Subscription Agreement (SaaS) This Master Subscription Agreement ("MSA" or "Agreement") is entered into as of ___________ by and between: **Vendor:** ___________, a ___________ organized under the laws of ___________, with its principal place of business at ___________ ("Vendor"); and **Customer:** ___________, a ___________ organized under the laws of ___________, with its principal place of business at ___________ ("Customer"). Each Order Form executed by the parties is incorporated into and governed by this MSA. To the extent of any conflict between an Order Form and this MSA, the Order Form controls for the specific subscription described therein. --- ## 1. Definitions 1.1 **"Documentation"** means Vendor's user guides, technical specifications, API documentation, and help materials for the Service, as updated from time to time. 1.2 **"Order Form"** means a written order or statement of work executed by both parties (or an online order confirmation accepted by Customer) that specifies the Service(s), subscription term, seat count or usage limits, fees, and any special terms. 1.3 **"Service"** means the software-as-a-service product(s) identified in the applicable Order Form, including associated APIs, mobile applications, and Vendor-provided integrations. 1.4 **"Customer Data"** means all data, content, and materials uploaded, submitted, or generated by Customer or its Authorized Users in connection with the Service. 1.5 **"Authorized Users"** means Customer's employees, contractors, and agents who are authorized to access the Service under Customer's account, up to any seat limit specified in the applicable Order Form. 1.6 **"Confidential Information"** means non-public information disclosed by one party to the other in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and context of disclosure. 1.7 **"Feedback"** means suggestions, ideas, enhancement requests, or other input that Customer or its Authorized Users provide regarding the Service. 1.8 **"Personal Data"** means any information within Customer Data that relates to an identified or identifiable natural person. 1.9 **"Subscription Term"** means the period during which Customer has a right to access the Service under an Order Form, as specified in that Order Form. --- ## 2. Access and Use 2.1 **License Grant.** Subject to Customer's payment of applicable fees and compliance with this Agreement, Vendor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable Subscription Term solely for Customer's internal business purposes. 2.2 **Authorized Users.** Customer may provision Authorized Users up to the seat limit in the applicable Order Form. Customer is responsible for all Authorized Users' compliance with this Agreement and for all activity occurring under Customer's account.