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Master SaaS Agreement - What’s Changed

January 10, 2023

Changes posted April 21, 2023

Summary of updates:

  • Added reference to PowerPlan’s Code of Conduct (maintained by PowerPlan’s parent company).

  • Updated the URL where PowerPlan’s DPA is currently posted.

  • Clarified how PowerPlan processes personal data depending on whether PowerPlan is acting as a processor/service provider or controller/business.

  • Added indemnity exceptions where claim is due to use in violation of Acceptable Use Policy or API TOU.

  • Clarified autorenewal provision by tying notice timeframe to end of the current period rather than the end of the cumulative term.

  • Modified third-party components provision to better align with intent of the disclosure and roadmap to make this information available through the front-end user interface. 

  • Specified different governing law and venue depending on where Client is domiciled. 

  • Added localized terms for Canadian customers.

Changes posted January 10, 2023

Summary of updates:

  1. The concept of professional services has been removed from the MSA as the MSA will only govern the SaaS subscription and not any related professional services going forward.  Thus, definitions of Deliverables, Professional Services, SOW, and Time and Materials Rates have been removed along with provisions dealing with those terms. Correspondingly, the non-solicitation provision has also been removed.

  2. Monetary penalties for late payments have been removed.

  3. Added warranties regarding PowerPlan’s ability to enter into this Agreement and perform its obligations.

  4. Added indemnities for personal injury, death, or property damage caused by PowerPlan, and PowerPlan’s gross negligence or willful misconduct.

  5. Removed Client’s obligation to indemnify for infringement by the SaaS in situations where PowerPlan is excepted from indemnifying.

  6. Made the limitation of remedy and liability mutual, with added carveouts for breach of confidentiality and improper usage.

  7. Added obligation for PowerPlan to provide certificates of insurance upon request.

  8. Added mutual obligation to comply with applicable laws.

  9. Added obligation for PowerPlan to follow branding guidelines provided by Client.