Software as a Service Agreement

Agreement

This Software as a Service Agreement (this “Agreement”), effective as of [DATE] (the “Effective Date”), is by and between TNJ LLC dba R2 Utility (“Provider”) and [CUSTOMER NAME] (“Customer”). Provider and Customer may be referred to collectively as the “Parties” or individually as a “Party.”

WHEREAS, Provider provides access to the Services to its customers; and WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the Parties agree as follows.

Definitions

“Aggregated Statistics” means data and information related to Customer’s use of the Services used by Provider in an aggregate and anonymized manner.

“Authorized User” means Customer, or if Customer is a Business Entity or Governmental Body, Customer’s authorized employees, consultants, contractors, and agents for whom access has been purchased.

“Business Entity” means an entity recognized by law through which business is conducted.

“Customer Data” means information, data, and other content submitted, posted, or transmitted by or on behalf of Customer through the Services, excluding Aggregated Statistics.

“Documentation” means Provider’s end-user documentation relating to the Services available through R2 Utility.

“Governmental Body” means governmental or quasi-governmental authorities and agencies of any nature.

“Provider IP” means the Services, the Documentation, and all intellectual property provided in connection with them, excluding Customer Data.

“Services” means the software-as-a-service offering described in Exhibit A.

“Third-Party Products” means any third-party products described in Exhibit A that are provided with or incorporated into the Services.

Access and Use

Provision of Access

Subject to this Agreement, Provider grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term solely for internal use by Authorized Users in accordance with this Agreement.

Documentation License

Provider grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for internal purposes in connection with Customer’s use of the Services.

Use Restrictions

Customer shall not, and shall not permit Authorized Users to:

• Copy, modify, or create derivative works of the Services or Documentation.
• Rent, lease, lend, sell, sublicense, assign, distribute, or otherwise make available the Services or Documentation.
• Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive source material from the Services.
• Remove proprietary notices.
• Use the Services in a way that violates applicable law or third-party rights.

Reservation of Rights

Provider reserves all rights not expressly granted to Customer under this Agreement.

Suspension

Provider may temporarily suspend access to the Services if it reasonably determines that security, legal, fraud, bankruptcy, vendor dependency, or non-payment issues justify suspension.

Aggregated Statistics

Provider may monitor Customer’s use of the Services and collect Aggregated Statistics. Provider owns all right, title, and interest in Aggregated Statistics, provided such data does not identify Customer or Customer’s Confidential Information.

Customer Responsibilities

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, whether such access is permitted or unauthorized. Customer is responsible for acts and omissions of Authorized Users.

Third-Party Products made available through the Services are subject to their own terms and conditions. If Customer does not agree to those terms, Customer should not use such Third-Party Products.

Service Levels and Support

Subject to this Agreement, Provider shall use commercially reasonable efforts to make the Services available in accordance with the service levels described in Exhibit B.

Customer is entitled to the support services described in Exhibit B during the Term.

Fees and Payment

Fees

Customer shall pay Provider the Fees set forth in Exhibit A without offset or deduction. If Customer fails to make payment when due, Provider may charge interest, recover reasonable collection costs, and suspend Services after continued non-payment.

Taxes

All Fees are exclusive of taxes and similar assessments. Customer is responsible for applicable sales, use, excise, and similar taxes other than taxes imposed on Provider’s income.

Audit Rights

Business Entity and Governmental Body Customers agree to maintain complete and accurate records during the Term and for three years thereafter to permit review of amounts due under the Agreement.

Confidential Information

Each Party may disclose Confidential Information to the other during the Term. The receiving Party shall not disclose the disclosing Party’s Confidential Information except as needed to perform under this Agreement or as required by law.

Upon expiration or termination, the receiving Party shall return or destroy the disclosing Party’s Confidential Information, subject to applicable law and retention requirements.

Intellectual Property Ownership and Feedback

Provider IP

Customer acknowledges that Provider owns all right, title, and interest in and to the Provider IP, and third-party providers own rights in Third-Party Products.

Customer Data

Provider acknowledges that Customer owns all right, title, and interest in and to Customer Data. Customer grants Provider a non-exclusive license to use Customer Data as necessary to provide the Services and to generate Aggregated Statistics.

Feedback

Provider may freely use feedback, suggestions, comments, and recommendations submitted by Customer or Authorized Users without attribution or compensation.

Limited Warranty and Warranty Disclaimer

Provider warrants that the Services will conform in all material respects to the service levels set forth in Exhibit B when used in accordance with the Documentation.

Except for the limited warranty above, the Provider IP is provided “as is,” and Provider disclaims all warranties, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, title, and non-infringement.

Indemnification

Provider Indemnification

Provider shall indemnify, defend, and hold harmless Customer from third-party claims alleging that the Services, when used in accordance with this Agreement, infringe US patents, copyrights, or trade secrets, subject to the conditions in the Agreement.

Customer Indemnification

Customer shall indemnify and hold harmless Provider from third-party claims arising from Customer Data, unauthorized use, negligence, willful misconduct, or unauthorized modifications or integrations.

Sole Remedy

This section sets forth Customer’s sole remedies and Provider’s sole liability for actual, threatened, or alleged intellectual property infringement claims relating to the Services.

Signature Block

Exhibit A

Capitalized terms used but not defined in this Exhibit A have the meaning given in the Agreement.

A. Description of Services: R2 Utility

B. Fees: $___________/month or $____________/year
Please make payments [DESCRIBE HOW PAYMENTS ARE TO BE MADE]

C. Authorized Users: [NUMBER]

D. Third-Party Products: Please see Terms of Use as updated from time to time.