Q&A With SaaS Attorney Chip Cooper: What Are The Terms And Conditions To Include In My Click-Wrapped SaaS Agreement?
As a SaaS attorney, I’ve been asked a lot of questions about SaaS agreements and SaaS reseller agreements. This Q&A is based on actual conversations as a SaaS attorney with clients.
Q: What are the terms and conditions to include in my click-wrapped SaaS Agreement?
Part of the answer is determined by the nature of the click-wrapped agreement itself. Think about it – the click-wrapped agreement is typically presented in a scroll box during the registration process. The registration process is a series of screens, usually 2 or 3 in number, that provide all the steps in signing up for an account or the purchase of SaaS services. So, first of all, it should not be too lengthy. You should be able to scroll through in and read it in a few minutes.
Another consideration is to eliminate variable terms as much as possible. Variable terms are terms that may be subject to change over time such as product descriptions, pricing, and service options. These matters are best covered in web pages, and in many cases in the registration process itself. For example, during the registration process, a user will typically be selecting a type of service, at a given price level, and maybe at a given service level. Descriptions of these factors should be linked from the pages where the user is required to make his/her selection. Think about it – one of the key benefits of the click-wrapped agreement is ease of contracting and contract management, and if you include a lot of variable terms in the contract itself, you’ll be amending your click-wrapped agreement frequently. Which is not a good thing.
Other terns and conditions are typically the so-called “legal” clauses, including such terms as the scope of permitted use, retained rights, acceptable use policy, warranty disclaimers, limitations of liability, arbitration, and choice of law and forum.
So, the bottom line is, your click-wrapped SaaS agreement should be relatively short and sweet, avoid variable terms, and contain all the so-called “legal” clauses that your SaaS attorney recommends.
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Copyright © 2011 Chip Cooper
This article is provided for educational and informative purposes only. This information does not constitute legal advice, and should not be construed as such.
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