# Awake SaaS Subscription Agreement ## Commercial Terms Provider/customer: [names/entities/addresses]. Effective date: [date]. Subscription scope, permitted users, fees, currency, taxes, initial term, renewal and notice: signed Order Form. Service description and dependencies: [schedule]. SLA/support: [attached or none]. Personal-data roles and DPA: [attached or inapplicable with reason]. Liability cap, exclusions, indemnities and insurance: [negotiated terms]. Notice/security contacts: [contacts]. ## 1. Hosted access Provider grants authorized users access to the specified hosted service during the paid term, within the agreed usage limits. Customer controls authorized accounts and lawful use. No source-code, self-hosting, resale or exclusive rights are granted unless a separate signed schedule does so. Material service changes use the notice and remedy process [terms]; Provider may not silently remove the purchased core functionality. ## 2. Setup and support Implementation services require a signed SOW with dependencies and acceptance. Support, availability, maintenance windows, exclusions, measurement and credits are governed only by the attached SLA. Subcontracting does not relieve Provider of its contractual responsibilities. Identify critical external dependencies and agreed incident notification and continuity measures. ## 3. Fees and renewal Customer pays undisputed charges when due; explain usage calculations and disputed-invoice handling. Renewals, price changes and cancellation windows are those in the Order Form; no universal term is imposed. Suspension requires notice and an opportunity to cure except an urgent security or unlawful-use risk; suspension should be proportionate. State refund treatment expressly, including for Provider breach or discontinuation. ## 4. Data and intellectual property Customer retains its data and authorizes processing only to provide the service and other expressly agreed purposes. Provider retains its platform; feedback rights and custom deliverables are specified [terms]. No customer data is used to train a general model without a separate express lawful authorization. Personal-data instructions, subprocessor changes, security and breach duties belong in the DPA/security schedules. Record export format and deletion/backup retention periods. ## 5. Warranty and risk Provider warrants substantial conformity to the agreed service description during the term; correction, credit, termination and refund remedies are [terms]. Customer supplies authorized data and follows agreed use restrictions. Infringement and other indemnities, defense control, liability caps and carve-outs apply only as completed; no blanket warranty of uninterrupted service or business results is implied. ## 6. Termination and transition Either party may terminate for material breach after [days] to cure, or under any express convenience or service-discontinuation right. State amounts due, refunds, data export access, transition assistance, return/deletion and retained archives. Provider supplies the agreed export window before routine deletion. Accrued payments, confidentiality, IP and lawful data obligations survive as needed. ## General terms Formal notices go to the contacts and delivery methods in the Commercial Terms. Governing law: [state and country]; dispute forum: [court and venue, or separately completed arbitration provision], subject to mandatory law. The parties will first meet in good faith within [days] after a dispute notice; this does not delay urgent relief or a filing deadline. This document and the signed schedules listed here constitute the agreement on this subject. Changes require a writing signed by the affected parties. A schedule overrides another document only by identifying the provision and the agreed replacement. No provision silently amends an existing equity, financing, or employment instrument. Severability applies to the extent lawful. Neither party may transfer this agreement without the other's written consent except to a successor acquiring the relevant business that assumes its obligations in writing, subject to any expressly agreed restrictions. Counterparts and electronic signatures are permitted. ## Signatures Party A: [full legal name]. Authorized signature: [signature]. Name and title: [name and title]. Date: [date]. Party B: [full legal name]. Authorized signature: [signature]. Name and title: [name and title]. Date: [date]. Signed schedules and implementing documents: [list, dates, and versions, or none].