Example Your Case Plan Software as a Service Agreement

This Software as a Service Agreement, hereby known as the “Agreement” entered into on this day (DATE), hereby known as the “Effective Date” by and between:

Sunlight Group LLC, DBA "Your Case Plan," whose office is located at: 167 E Chatham St Suite 300, Cary NC, 27511, hereby known as the “Supplier,” and;

Customer Name hereby known as the “Customer,” who currently resides at: Customer Address, Customer City Customer State, Customer Zip Code.

Both Supplier and Customer together are collectively hereby known as “Party” or “Parties.”

WHEREAS, the Supplier has developed software and web applications that it makes available for customers to use over the Internet;

WHEREAS, the Customer wants to use the Supplier’s applications in its company operations; and

WHEREAS, the Supplier agrees to provide said applications to the Customer who agrees to use and pay for Supplier’s services, which are subject to the following terms and conditions:

Definitions
Services
Subscription services provided by the Supplier to the Customer under this Agreement from the website www.yourcaseplan.com.

Documentation
Describes documents made available by Supplier to the Customer at the website www.yourcaseplan.com. The description at said URL sets out the total Services offered by the Supplier and instructions for how to use said Services.

Support services policy
Includes the support provided by the Supplier in relation to the Services made available at www.yourcaseplan.com.

Customer accounts
Customers accounts are created by the execution of this agreement by the Supplier. These accounts have an authorized user(s) in administrative roles who have the ability to create authorized users and case subscriptions.

Authorized users
Users that are authorized by the Customer, like independent contractors, agents, or employees, to use the Services and Documentation. Each authorized user is assigned a user role within a case and/or within the Customer Account.
​​Example roles include but are not limited to the following: attorney, client, peer mentor, social worker, case worker, supervisor, analyst.

Case subscriptions
The subscription purchased by Customer under this Agreement gives them and their Authorized Users access to the Services and Documentation on a case by case basis.

Customer data
Data inputted by the Customer, Supplier, or Authorized Users. The Supplier may input Customer Data on behalf of the Customer for the purpose of using the Services or to facilitate the Customer’s use of said Services.

Normal business hours
For the purpose of this Agreement, “Normal Business Hours” means 9AM to 5PM local eastern time, Monday through Friday excluding federal and company holidays. If the Supplier works on weekends, these hours do not count as “Normal Business Hours” for the purpose of this Agreement.

Software
The online software applications provided to the Customer by the Supplier as part of its Services.

Virus
Anything (including software, file, code, or program) that could affect, impair, or prevent portions of the operations of Services or Documentation.

User subscriptions terms
The Supplier grants to the Customer a non-transferable, non-exclusive right to permit the Authorized Users to use the Services and Documentation during the Subscription Terms solely for internal business operations and for no other purpose.

In regards to the Customer’s Case Subscriptions, the Customer agrees to:

1. Not exceed the maximum amount of Case Subscriptions based on the number of Case Subscriptions purchased;

2. Not transmit or distribute any Viruses, or anything that could be considered harmful, threatening, offensive, harassing, obscene, illegal, sexually explicit, violent, discriminatory, or a direct encouragement to hurt a person or a person’s property.

3. Not sub-license or resell the software to any other party.
   Due to this clause, the Supplier reserves the right to remove and/or disable the Customer’s access to any material if the Customer willingly breaks or desires to break said clause.

Additional user subscriptions terms
During the Subscription Term, the Customer may purchase additional Case Subscriptions in excess as indicated in "Fees and service term." To do so, the Customer must:

1. Request the additional amount of User Subscriptions in writing to the Supplier via email or the applications billing page.

2. If the Supplier agrees, the Customer must pay the additional Case Subscriptions based on the amount outlined in "Fees and service term."

Fees and service term
As a part of this Agreement, the fees and service term on the Effective Date are as follows:

Subscription fees
The subscription fees will total $XX,XXX per year, based on XX Case Subscriptions at $XX per case per month.
​
Each individual case subscription includes the following:
Unlimited users
Unlimited contacts
Individual & group chat
Email tracking
Event tracking
Task management
Case management
Document/photo collection and file storage
Up to 10 GBs of data storage
Access to online training materials
Email support during normal business hours.
Access to additional features as developed by Supplier or listed on the Supplier's website
​
As an account, the Customer receives the following:
Custom reporting
API access
Custom onboarding plan
Live setup and account training
Customer success manager

Additional case subscriptions
Customer may purchase additional Case Subscriptions in packages of XXX cases at a reduced cost of $XX per case per month. If any Case Subscriptions have not been used prior the end of the initial subscription term, then they can be rolled over at no additional cost to the following term.

Billing terms
Customer agrees to pay the annual subscription in quarterly payments, due on the 1st month of the applicable quarter. For example, the first invoice will be sent on XX/XX/XXXX for $XX,XXX.

Subscription term
The subscription length will be 12 months. The initial subscription term will begin on INITIAL DATE and expire on END DATE.

Customer data
The Customer affirms to the Supplier that the Customer Data will not violate the intellectual property rights or any other legal rights and will not break the provisions of any law, regulation, or statute in any jurisdiction under applicable laws. The Supplier is not responsible for any lost data the Customer incurs due to misuse, nor are they responsible for lost data incurred from a blackout or Virus.

Support services
The Supplier shall make available a help desk to the Customer during Normal Business Hours. The Supplier agrees to provide Support Services with equitable skill and care.
The Customer may use the help desk to request or receive Support Services, and the Supplier shall respond promptly. The Supplier may suspend Support Services if any amount due to be paid by the Customer to the Supplier is late by at least 30 days.

Charges and payments
The Supplier shall provide invoices for the Charges to the Customer from time to time during the term. The Customer is required to pay the said Payments or Charges to the Supplier upon receipt. The Customer must pay the charges by: (Check all that apply)
Debit or Credit Card
Bank Transfer
Check
If the Customer does not pay any amount of the Charge due to the Supplier under this Agreement within 15 days of receiving an invoice, the Supplier may charge interest at the rate of 5% per month until the Customer pays off their debts.

Proprietary rights
No term in this Agreement allows the transfer or assignment of any intellectual property rights from the Supplier to the Customer or from the Customer to the Supplier. The Supplier owns 100% of the Services and Documentation included in this Agreement.

Limitation of liability
Nothing in this Agreement will:

1. limit any liability for personal injury or death resulting from negligence;
2. put parties liable for any loss of business, contracts, or opportunities;
3. limit any liability for fraudulent misrepresentation;
4. put parties responsible for any loss of savings or profits;
5. limit any liabilities not allowed under related laws; or
6. prohibit any liabilities that may not be excluded under applicable law.

Terms and termination
The subscription term will renew for subsequent 12 month terms unless the Supplier receives a written cancellation notice from the Customer within 60 days of a subscription's expiration date.
​
Either Party can terminate this Agreement by giving the other Party at least six months of written notice. If the Customer terminates this Agreement prior to the end of any subscription term, any charges owed under the full agreement must be paid within 30 days.
​
If any Party breaches the contract terms, any Party can terminate the Agreement immediately. If either Party is dissolved, ceases conduct of all of its business, is unable to pay its debts, or becomes insolvent, the Agreement will be terminated.

General terms
No waiver
A breach in said Agreement shall not be waived except with the written consent of the Party not responsible for the violation.
Severability
If any provisions of this Agreement are determined to be unlawful or enforceable by any court or competent authority, all other provisions in this Agreement will continue in effect.
Entire agreement
This Agreement includes the entire agreement between the Supplier and the Customer and replaces all past Agreements, understandings, and representations of the Parties, whether written or oral.
Governing law
This Agreement shall be governed by and constructed in accordance with NC. The parties agree that the courts of NC have exclusive jurisdiction to settle any claim or dispute that arises out of this Agreement.

Sign and date this Agreement below
Customer:

Signatory
Signed Date
​First Name Last Name​
​Customer Title
​Customer Name​
Address:
​Customer Address
​Customer City
Customer State
Customer Zip Code​
Email: Customer Email​​
Phone: Customer Phone

Supplier:

Signatory
Signed Date
​Supplier Representative​​
Title​
​Sunlight Group DBA Your Case Plan​
Address:
167 E Chatham St Suite 300​​
Cary NC 27511​
Email: Representative Email​
Phone: Representative Phone