Legal / SaaS Agreement / SaaS Agreement – What’s Changed

SaaS Agreement – What’s Changed

Summary of updates:

Updated the agreement title to align with the product-based, transactional usage.
Simplified the rights, obligations, limitations, and restrictions of Authorized Vendors to match that of the Client to give Clients more flexibility and freedom in their selection and use of their preferred service providers.
Modified FMLP- and PP&E-related definitions to reference both GAAP and IFRS to account for localized accounting standards usage.
Added language to clarify how notification requirements for increases to annual Fees applies in the context of additional Fees incurred due to exceeding SaaS Usage Limitations.
Removed language regarding external disclosure of Usage Data and Client Data in connection with data analytics/product improvement.
Removed Publicity provisions.
Added language regarding validity of electronic signatures and counterparts.

Summary of updates:

Updated the URL where PowerPlan’s Acceptable Use Policy, Adoption Services Policy, API TOU, DPA, Maintenance Policy, Security Policy, Service Level Policy, and Support Plan are currently posted.
Add definitions for Additional Adoption Services Term, Adoption Services, Adoption Services Fees, Adoption Services Term, Initial Adoption Services Term, SaaS Fees, and SaaS Term
Revised the Authorized Vendor and Personnel definitions to clarify that 1099 contractors are not intended to be construed as ‘Authorized Vendors’.
Clarified applicability of Adoption Services and PowerPlan’s obligation to provide Adoption Services.
Simplified limitation of remedy and limitation of liability provisions to mimic typical structuring of the language.
Changed downloadable components to “Offline Components” to better align with how these components would function in practice.
Added ‘Version Updates’ provision to make clear that new versions of the Master SaaS Agreement will become effective upon a customer’s next renewal.
Added government-specific terms for Government customers.

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.

Summary of updates:

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.
Monetary penalties for late payments have been removed.
Added warranties regarding PowerPlan’s ability to enter into this Agreement and perform its obligations.
Added indemnities for personal injury, death, or property damage caused by PowerPlan, and PowerPlan’s gross negligence or willful misconduct.
Removed Client’s obligation to indemnify for infringement by the SaaS in situations where PowerPlan is excepted from indemnifying.
Made the limitation of remedy and liability mutual, with added carveouts for breach of confidentiality and improper usage.
Added obligation for PowerPlan to provide certificates of insurance upon request.
Added mutual obligation to comply with applicable laws.
Added obligation for PowerPlan to follow branding guidelines provided by Client.