SaaS Attorney Drafting Subscription Agreements

SaaS Attorney Andrew S Bosin LLC offers affordable, fixed rate legal fees packages to founders.

SaaS Attorney Legal Services and Advice offered by SaaS Contracts Attorney Andrew S Bosin LLC based in New Jersey representing SaaS, software and cloud startups, entrepreneurs, vendors, customers, developers and enterprise companies all across the United States.

SaaS Attorney Andrew S Bosin LLC drafts just about every type of SaaS Agreement, License or Contract whether you are a startup, vendor, licensee, provider, customer, developer or enterprise company.

Located in New Jersey near New York City Andrew can help you with all of your SaaS contract and licensing legal needs.

As an owner of a SaaS company that he built with partners Andrew performed every possible legal function that needed to occur in a Delaware C Corporation. As such, Andrew fully understands your SaaS startup legal needs.

Andrew drafts and negotiates SaaS Subscription Agreements, Software Licensing Agreements, SaaS Vendor and Service Provider Contracts and Agreements, SaaS Contracts, Value-Added Re-Seller Agreements, End User Licensing Agreements (EULAs), Partner and Channel Agreements, Saas Licensing Agreements, Software License Agreements, technology transactions, technology agreements, technology license agreements, technology licensing agreements, technology contracts, Software Contracts, Mobile App Agreements, Mobile App Development Contracts, Mobile Application Licensing Agreements, Internet Contracts, Software Application Development Agreements & Website Legal Agreements including terms of use, terms and conditions and terms of service agreements and privacy policy agreements.

What To Be Aware of In Negotiating SaaS Agreements

If you are negotiating a SaaS Agreement there is certain language and provisions you need to be aware of.

The Agreement with Customers Needs To Be Clear and Unambiguous

While there are many issues that need to be addressed in an agreement between a SaaS vendor and its customers none is more important than the language that deals with protecting the vendor’s intellectual property. You need to make sure when you are contracting with customers that your SaaS company’s intellectual property is well defined in the agreement and that it is protected from theft, misuse and misappropriation. The last thing you need to have happen is a customer reverse engineering or stealing your intellectual property.

What are the differences between SaaS Software and Traditional Software

From 50,000 feet the biggest difference between a SaaS offering and traditional software is how you use it and how you access it. Traditional software is typically installed on a local network on a company’s servers. Once the vendor installs the software or gives the customer the ability to install the software on its network there is not much more for the vendor to do during the term of the agreement that the customer uses the software. Typically, a software customer gets a license to use the software for as long as the agreement remains in effect with the software vendor.

Contrast typical local network installed software with a SaaS application or product. A SaaS product is cloud based and the customer remotely accesses the vendor’s software via the internet. With SaaS, no software is installed on the customer’s servers.

Another difference is Service. Traditional software typically has no service attached to it. The customer uses the software “as-is” with no changes being made to it. A SaaS product is all about the service. Typically, enterprise clients will want the vendor to customize the SaaS software on the front and back ends to make it fit or conform to the strategies of their companies. Enterprise clients will also demand robust Service Level Agreements (SLA).

Another difference between SaaS and traditional software is the price. With traditional software the customer usually pays a one time fee while a SaaS user will most likely pay a monthly fee to access the software.

Pricing Plans

SaaS Vendors typically offer a SaaS service on a subscription basis with the annual plan as the most popular choice. SaaS vendors usually shy away from offering their services on a monthly basis.

The User’s Right To Access The Software

Don’t assume if you are the SaaS customer that the vendor is going to permit let’s say all 1,000 of your employees to access its SaaS Service. That’s why it’s a good idea before entering into an agreement that you ask the vendor how many users can use the Service in total and how many can sign in at any given time to use the service.

Service Level Agreements (SLA)

An integral part of the SaaS Agreement is the Service Level Agreement. If you are a vendor the larger the client especially enterprise level they will demand a robust service level agreement.

The crux of a Service Level Agreement is the vendor’s guarantee of a minimum performance standard in connection with the availability of the SaaS service. An SLA should guarantee at a minimum that the SaaS service will be up and running 99.5% of the time, taking into consideration the Service being down for routine maintenance and upgrades.You should also have the Agreement say how the performance standard will be calculated.

A SaaS Customer should have the right to export its own data?

Just because the SaaS agreements says that the customer owns all of its data don’t be so sure that that you can export or retrieve this data if the contract ends, is terminated or if the vendor goes out of business. It is critical that the agreement contains language setting forth that the customer can export its data from the SaaS provider’s servers. This language must also include how often and in what type of format you may access your data. You should agree on a data format for exporting in the contract as you don’t want any issues to arise when and if you need your data. The agreement should also state that the vendor will assist the customer in exporting its data. Sometimes the vendor might want to charge the customer a fee to export the data.

Who Owns the Data and Making Sure the Vendor Protects it?

If you are the customer you want to own all of your data that is being served, hosted and maintained by the SaaS vendor. You also want to make sure before you sign any agreement that the vendor has demonstrated that it has taken the proper measures and steps to protect your data which are well known acceptable industry standards.

What is the Duration of the Agreement and how do you terminate?

A SaaS Agreement must clearly state the term/length, how the Agreement gets renewed and how a party can terminate it. Some common language typically seen in SaaS agreements is that if either party does not terminate within 30 days or 60 days of the first term expiring then the agreement will automatically renew for the same time period as the original term.

If you are a customer and about to enter into a SaaS vendor agreement you want to have language that allows you to terminate the agreement if the SaaS application has a defect or stops working properly. If the vendor cannot fix the problem after a reasonable period of time you should have the right to terminate the agreement.

Who maintains the Software

You want to make sure if you’re the SaaS customer that the Agreement says that the vendor is responsible for maintaining the SaaS service which should including fixing bugs, defects and pushing updates.

Data Security Protection

One of the most important clauses in any SaaS agreement is the vendor’s promise to protect the customer’s data in its hosted environment. Data security and the protection of the customer’s data is critical to gaining the trust of the customer. If you are the customer you should ask the vendor what data security measures and protocols have been put in place to protect data?

You should also ask the vendor if their servers are located in multiple regions?

It is also important to find out what redundancies have been built into the vendor’s systems for firewalls and virus protection.

You need to also find out what emergency plan has been put in place by the vendor in the event of a data breach or cyber-attack and how is the customer notified.

The SaaS Agreement Must State That The Vendor Owns All of Its Intellectual Property

As a SaaS vendor you have worked very hard to build your product or application. The last thing you want to have happen is for the customer to steal your IP or try to reverse engineer your code. Or, you don’t want the customer taking the position that modifications it makes to your software belong to them. This is heightened by an enterprise customer using your software. Your application might enable customers to modify the front or back end and it’s not unusual for a customer to claim that they own all of the changes they make to your software.

Andrew also provides legal advice to US based SaaS, software and cloud vendors doing business in Europe and the need for these companies to draft and implement Data Processing Agreements and Privacy Policies to be in compliance with General Data Protection Regulation (GDPR) EU law. SaaS vendors about to embark on getting customers in Europe need to create and implement the proper safeguards and data security and privacy measures and protocols when processing personal information to protect the personal data of residents located in the EU.

Warranties

In most agreements with non-enterprise type customers the SaaS vendor offers very little in the way of Warranties. Some vendors offer no warranties and the agreement states that the SaaS service is being offered “as-is” with no warranties whatsoever.

Offering no warranties is not going to happen with an enterprise customer. Besides a Service Level Agreement a SaaS vendor could offer a no-virus warranty in the agreement with its customers.

Vendors can also offer a Warranty of Subscription Service Functionality which essentially means that the SaaS Service will function according to specifications or any documentation the vendor provides to the customer. Some agreements say, “the SaaS Service will achieve in all material respects the functionality described in the Documentation applicable to such Subscription or Application and that the functionality of the SaaS Service will not decrease materially during the term of the agreement.”

If it’s an enterprise customer they are going to demand language in the agreement that says if the SaaS Service does not function according to the documentation provided by the vendor then the customer can: (i) terminate the agreement unless the vendor can fix the problem within a specified amount of time; or (ii) receive a monetary credit until the problem is fixed.

Limitations of Liability

In most agreements with non-enterprise type customers the customer typically signs the agreement with very few changes. Truth be told, most smaller customers don’t have the money or don’t want to expend funds to hire a lawyer to review a SaaS vendor agreement. So, if your company is not enterprise level you can expect that the SaaS vendor will accept almost no liability in its agreement. If something goes wrong and you lose data or your business suffers losses you might not be able to recover any damages from the vendor.

This is not the case when the vendor is dealing with an enterprise customer. This type of entity will require the SaaS vendor to assume a substantial amount of liability not only for damages the customer might suffer but also the vendor has to assume the liability for the actions of the third party cloud managed services provider that hosts and serves its SaaS application and also maintains and stores the customer’s data and sensitive information.

Indemnification

In most agreements with non-enterprise type customers the SaaS vendor offers very little in the way of Indemnification. Some vendors offer no indemnification for any damages or losses the customer might incur if there is a data breach or cyber-attack or the customer loses valuable data because something went wrong with the SaaS Service.

In SaaS enterprise agreements, at the very least the Vendor is going to have to indemnify the customer if it is determined by a court that the SaaS service infringes the copyrights, trade secrets, patents or trademarks of any third parties.

Enterprise SaaS customers can be expected to indemnify vendors for their losses as a result of the customer’s gross negligence or intentional misconduct, its use and misuse of the Subscription Service, if the Customer Data or content infringes a third party’s Intellectual Property Rights or if the Customer fails to pay all applicable taxes associated with customer’s use of the Subscription Service.

Arbitration or Litigation and Choice of Venue

If you are a non-enterprise type company and negotiating a SaaS vendor agreement you need to pay close attention to whether all disputes will be resolved by way of arbitration or litigation. If you have to litigate a dispute with a SaaS vendor in court it could get expensive. Same goes for arbitration in that if you have to fly to arbitrate a claim made the vendor that could get quite costly.

The Vendor Should Be Granted a License To Use The Customer’s Content

If you’re the SaaS vendor you want to make sure that in the agreement the customer gives you a license to use the customer’s content in furtherance of providing the SaaS service. Some sample language would be:

“During the Term, Customer grants Vendor and its agents a non‐exclusive, worldwide, royalty‐free right to use, copy, modify, make available, display, and adapt Customer and User Data to provide the Subscription Service to Customer and its Users. Except as expressly provided herein, the Vendor shall not have any other rights with respect to the Customer or User Data and will not take any action inconsistent with the foregoing acknowledgment.”

Deliverables

What is a “Deliverable.” A deliverable means any copyrightable works, products, discoveries, developments, designs, work-product, deliverables, improvements, inventions, processes, techniques and know-how made, conceived, reduced to practice or learned by the Vendor that result from Professional Services, including in any Order Form and/or Statement of Work and provided to the Customer. In simple terms, a deliverable is any customized work that the Vendor does to its software for the customer.

A vendor must own all of the intellectual property rights associated with any deliverables provided to the customer. In the agreement there must be language stating that the, “Customer acknowledges and agrees that the Vendor owns all of the intellectual property rights in the Deliverables and Documentation including without limitation any pre-existing materials and Confidential Information supplied by Customer for incorporation into such Deliverables and the software used to provide the Deliverables.”

SaaS Customers Should Not Be Permitted To Export The Vendor’s Software From the United States

If you’re a SaaS vendor and concerned that customers might be exporting or removing your software from the United States you want language in your customer agreement that says the following:

“Customer may not remove or export from the United States or allow the export or re-export of the Subscription Service, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.”

Technology Transactions

Andrew guides clients through complex and strategic technology, SaaS, software and intellectual property transactions. Andrew navigates his clients through the maze of legal and commercial issues that occur in connection with the acquisition, development, adoption, monetization and commercialization of new, cutting edge technologies and IP assets in a wide range of innovative industry sectors.

Andrew drafts, reviews, structures and negotiates agreements and provides sophisticated, business advice on the legal and commercial issues that arise in novel technology, software, SaaS and IP-related transactions, software and information technology licensing and procurement, outsourcing arrangements and joint-venture, licensing and distribution deals.

Andrew creates strategic and protective intellectual property agreements that can be enforced and defended, allowing his clients to protect, monetize, license and capitalize on their IP assets. Andrew is efficient and focused on achieving his clients’ objectives while performing legal work within an agreed-upon budget.

Andrew has experience in confidentiality and non-confidentiality agreements, employment and consulting contracts, joint ventures, venture capital and financings, intellectual property asset management and technology development agreements.

Andrew helps clients with the following Technology and IP-focused commercial agreements, Licensing and outsourcing agreements, Technology transfer agreements, Consulting and development agreements, Manufacturing, supply and distribution agreements, Sponsorship, marketing and promotional agreements, Entity formation documents, Technology Transfer Agreements, Technology Marketing Agreements, Technology License Agreements, Outsourcing Agreements, Intellectual Property Assignment Agreements and Employee Invention Assignment Agreements, E-Commerce Agreements, trade secret counseling, Settlement and co-existence agreements resolving intellectual property disputes, Non-disclosure arrangements, Data protection and privacy, Internet and website counseling and Social media/digital media. Software, Cloud & Software as-a-Service (SaaS) platforms, services, applications and solutions, Artificial Intelligence, Blockchain, FinTech, IoT, Connected Devices, Big Data and Health Tech.

Whether the client is a start-up business ready to secure proprietary rights on which to build a company or a major corporation managing a significant portfolio of technology, Andrew has the experience to handle any type of IP transaction.

Having the correct licensing and or agreement structure and supporting contractual agreements in place for your SaaS product is, the most critical aspect to ensuring the enterprise value you are creating for your software-based business and that it remains within your company. All too often, ill-advised companies have found themselves with services, licensing and SaaS agreements that require them to support outdated technologies without commensurate income, or, worse, forfeit revenue opportunities and lose control of valuable IP to a customer or a third-party.

Andrew has a deep understanding of how licensing can both positively and negatively impact the partnering potential, valuation and ultimate exit of software companies in a wide range of industries. Andrew routinely assists clients in the creation, acquisition, protection and monetization of intellectual property assets, through licensing and acquisition. Andrew cost effectively develops a licensing plan to maximize your revenues, create a recurring sales model, reduce risks, and quicken your ability to contract with potential customers and partners while protecting the future value of your company and valuable IP assets.

Andrew’s technology law experience includes:

INTELLECTUAL PROPERTY & LICENSING

· Development Licenses

· Source Code Licenses

· Enterprise License

· SaaS/PaaS

· Software and Mobile App End User Licensing (EULA)

· Escrow Agreement & Release Terms

· Service Level Agreements

· Maintenance/Support/ Upgrade Agreements

· Data and Storage

· IP Indemnification

TECHNOLOGY DEVELOPMENT AND COMMERCIALIZATION

· Development Agreements

· Protection of Software & Developments

· Assignment of Developments

· Contract Structures for Scalable Business Models

· Intellectual Property Protection

· Ownership of Developments Frameworks

· Nondisclosure/Non-use Frameworks

· Source Code Handling Protocols

· Data Protection

INTELLECTUAL PROPERTY PURCHASES, SALES & TRANSFERS

· Software, SaaS, eCommerce

· Trade Secret/Proprietary Information

· Technology

· Intellectual Property Due Diligence

STRATEGIC & TECHNOLOGY PARTNERSHIPS

· Reseller VAR Agreements

· OEM, Distribution and Supply

· Joint Ventures

· IP Development Agreements

· Outsourcing Agreements

· IT Managed Services Agreements

· Channel Partner Agreements

ECOMMERCE

· Web Development Agreements

· ASP & Hosting Agreements

· Website Terms & Conditions, Terms of Service and Terms of Use Policy Agreements

· Privacy Policy Agreements

· Online Advertising and Marketing

What Are Some Internal Business Functions That a SaaS Business Should Be Performing?

1. Why User Feedback Is So Important. You should use software that continuously improves your product through user feedback. It lets people know that you are passionate about user-driven development. Obviously, you don’t have to develop every feature that’s requested, however you should reply back to every user post. If you don’t respond back to users they will believe that the feedback tool is a waste of time and they will consume more of your support resource. You should treat user’s replies on user forums the same as social media messages from your company’s brand. You should respond quickly, be professional and proof read every reply before sending. If a user has a question that is beneficial to your product or might lead to a sale reach out to this person and speak offline about it.

2. You should never commit to a date certain for a release for a new feature. Chances are you will never make this date and you don’t want customers or potential new business to think you are misleading them. Instead, let customers know the approximate date for a release. If you run a software company you know anything could happen to your core product which could delay the new feature release because resources are being allocated to fix the issue.

3. UI / UX Design. A good simple visual design that improves the user’s experience is always the best way to attract more potential customer’s to your product. You need to keep the front end design simple. It should not be cluttered with extra words, fields or icons. If your design on the front end is clunky, crowded or confusing it will take away from the efficacy of the product. Simply put, if you have created the best product but the front end looks and feels awful do you think companies are going to want to use it? If you are going to release a new product before you do so let people who you trust and whose opinions you value test out the product at least from a front end experience. If they don’t like it chances are prospective customers will not want to use it either.

SaaS customers need to understand what are the security benefits and risks associated with subscribing to a web based application. And, they should also understand what the vendor has put in place in terms of data security protections.

It is recommended that SaaS vendors put in place security measures to protect customer data and sensitive information. These are just some of the areas that both vendors and customers should explore:

1. If you are using a third party managed services provider to host, manage and serve your application you need to read the contract you executed to see what type of liability the 3rd party has assumed in case of a catastrophic event and what amount of money it will pay out to satisfy damages or losses.

2. Employees should be given Security Awareness Training so there is a heightened sense of purpose regarding customer data protection and security.

3. Your company should assemble a Security and Risk Management Team consisting of highly trained and qualified individuals to manage security risk.

4. Do you have an Incident Response Plan in effect? What if there is a data breach or a cyber-attack? Your company should have a plan in place which explains what actions are going to be taken in response to a catastrophic event.

5. Do you have a data recovery or data disaster plan in place? You need to implement a system whereby customers are given notice about the event and how long it is going to take to recover their data or information.

6. You should also have an Information Security Policy in place which should be updated annually.

7. Your company should perform web application testing to see if there are any security issues or vulnerabilities that need to be addressed?

8. It’s not a bad idea to think about putting in place a Change Control Process to make sure that changes to the software and hardware IT infrastructure will not severely impact production system.

9. You need to make sure that the vendors who manage your cloud services are certified.

10. Your customers’ users should be required to enter passwords that are authenticated before being allowed to gain access to the SaaS service.

11. You should be aware if your cloud managed services vendor offers or uses encryption for the data that is being stored.

12. You need to understand who has access to sensitive customer data and how is it being stored. This type of information should be stored in a secure, redundant, highly available database system with all access restricted to employees that are members of a contained group.

13. You should implement a system to know which hard drives are old and no longer functional and which should be destroyed.

14. Are customer files or data being backed up to a second storage system in the event disaster strikes?

15. Are you offering customers any type of encryption for data transfers?

16. It’s also a good idea to perform criminal background checks if legal in your state before employees are given access to sensitive customer data or financial information.

17. A vendor should limit access to its cloud application to authorized personnel only. These are employees who have a need to know or can access customer data or personally identifiable information (PII) to assist the SaaS vendor in performing its obligations under the Agreement. All of these types of employees should sign non-disclose agreements.

WHAT IS SOFTWARE AS A SERVICE (SAAS?)

Software as a Service (SaaS) is cloud-based, on-demand software that allows third-party software vendors to host and maintain applications, products and services and make them accessible over the Internet. SaaS businesses usually generate revenue by subscription and licensing fees.

ARE CONTRACTS AND AGREEMENTS NECESSARY FOR A SUCCESSFUL SAAS BUSINESS?

For SaaS businesses, your clients need to trust that you are going to offer robust data security, confidentiality, backup and contingency plans, cancellation, a service level agreement (SLA) and perhaps some limited form of warranty. Therefore, terms of use, SAAS subscription, master services and end user license agreements (EULA) are critical to building a foundation for success.

A poorly drafted SaaS contract or licensing agreement could very well mean that the SaaS vendor does not care about protecting a customer's sensitive information and data.

WHAT CAN A GOOD SAAS LAWYER DO FOR YOUR BUSINESS?

SaaS lawyers can help you draft, review and negotiate Subscription, master services, reseller and licensing agreements, SaaS End User License Agreements (EULA) and Website Terms of Service agreements, agreements that protect your company’s sensitive confidential data and information and Service Level Agreements (SLAs) so the uptime availability of the SaaS product is guaranteed.

WHAT IS THE BASIC DIFFERENCE BETWEEN SAAS AND SOFTWARE LICENSING?

SaaS is delivered via the internet through web, cloud based products, services or applications and runs on a business or third party providers' infrastructure. When companies choose to install and run applications through their own computers or data centers, a software license is typically required. Software Licenses can run on for quite some time unlike a SaaS contract which could be monthly or yearly in duration.

WHAT LEGAL TERMS AND LANGUAGE SHOULD BE INCLUDED IN A SAAS AGREEMENT?

A well drafted, good SaaS contract should limit the SaaS vendor’s liability and facilitate the ability to earn serious profits. Therefore, a good SaaS contract should include language that deals with Permitted use, Software modifications, Data ownership and responsibility, Data storage capabilities, Data breach notification procedures, Warranty disclaimers, Liability disclaimers, Insurance obligations, Virus protection, IP infringement and an arbitration clause with choice of law and venue for arbitration to take place where the SaaS vendor is located.

As both a SaaS Lawyer and SaaS company owner Andrew S Bosin LLC understands the art of negotiating SaaS, Software and Cloud Contracts and Enterprise Licensing Agreements.

Unless you have been a part of a SaaS company like Andrew that built and scaled an application and sold it to the enterprise you can never understand how perplexing the enterprise SaaS sales and marketing process truly is. One of the traps that startups fall into is contacting every person on Linkedin that might be interested in their company’s product and even if they get the smallest validation or interest they immediately count that as a win. That’s a huge mistake. Instead of claiming victory what you should be doing is asking the person you pitched who works for the prospective enterprise customer if they are the person at the company who makes the decision about whether or not to test your company’s software. And, just because an enterprise executive thought your SaaS product was “slick” doesn’t mean that their company has a need for or wants to use your product. Rather, it’s all about identifying decision makers as quickly as you can and getting to that next step which is hopefully a meeting and getting your product in the door for testing.

As both a SaaS Lawyer and SaaS entrepreneur Andrew S Bosin LLC understands what mistakes to avoid in SaaS startups.

A huge mistake that often occurs with SaaS startups is failing to take into consideration the amount of capital it will take to scale which includes putting a sufficient amount of money into the marketing and sales processes. If you are not going to give serious thought to purchasing automated marketing and sales software don't be surprised if six months down the road your're still stuck in first gear trying to get customers.

Startups should not only be thinking about that product or application they are building but also making sure that they create financial statements which should be able to project over the next eight quarters all of the company’s anticipated costs, expenses, capital expenditures and revenues.

There are two main reasons to create financial statements with earnings and costs projections. First, you need to get your financial house in order before ramping up sales. You need to understand over the next two years how much cash it is going to take to get from point A to point B. And, how much money are you going to need for development, marketing, salaries, attracting new talent, legal fees, rent and capital expenditures.

Second, there is not a single Round A and above investor that will give your company any serious attention without first seeing your financial statements. A serious investor will want to see what your fixed costs are anticipated to be and why and what you think your earnings are going to look like over the next eight quarters or so and why? A serious investor will ask you with a straight face why you believe your product is better than anything currently in the marketplace, how quickly you can get to market and what are your marketing and sales strategies. If you cannot answer these questions with exacting precision good luck raising any serious cash.

What are some of the dumb mistakes that startups make? Startups like to spend money that they don’t have or they spend money on assumptions that have no objective facts to back them up. Simply put, if you don’t have enough money to survive past month 5 it stands to reason that you should not sign a lease to rent office space. The same goes for hiring employees or taking on needless expenses and debt.

Another potential mistake made by SaaS startups is failing to pivot quickly when things are not going well. For example, some SaaS companies will try to market and sell their products to customers without the help of automated marketing and sales software and wait too long to spend the funds to use such software. This waiting, the failure to change gears in a timely manner could be the difference between a company surviving or not.

Andrew also provides advice and guidance to both SaaS vendors and customers on implementing and putting in place proper data security measures and protocols. SaaS vendors entering into contracts and agreements with customers need to put in place effective data security privacy protection policies, plans, procedures and guidelines to protect customer data and properly manage risk. The risk of failing to ensure that the appropriate security protocols are in effect to protect customer data and confidential information could cause potential loss of business to the customer including suffering other damages and losses in the event of a cyber attack or data breach.

Andrew helps his clients understand and appropriately prioritize their software protection and licensing efforts. Andrew been instrumental in successful licensing monetization solutions for both early-stage and mature companies. Taking the appropriate steps now could mean the difference between developing IP enterprise value for your business versus the possibility of compromising your valuable assets and increasing company exposure.

If your company uses any type of software the likelihood is that its SaaS based. SaaS is referred to as software-as-a-service.

The agreement or contract that governs the use of the service and describes the rights and obligations of the parties, i.e., the user and provider is referred to as a SaaS Agreement.

It is more than likely that some of the software you are using in your business is SaaS. So, you should be familiar with some key terms, provisions and language that is typically contained in a SaaS Agreement.

The difference between SaaS based Software and Traditional Software

The two main differences are accessibility and price. With traditional software you go to the store make a one-time purchase, install the software on your computer and as long as you abide by the terms and conditions you can use the software conceivably forever. On the flipside, SaaS software is cloud based and as soon as you sign the contract and pay your fee the software is available to be accessed by an internet connection.

The other difference between SaaS and traditional software is price. While traditional software typically charges a one-time fee, the user of SaaS software will most likely pay a monthly fee to access the software. And, unlike traditional software, the user of SaaS Software does not own the software.

The User’s Rights To Access The Software

Prior to making a SaaS purchase, your company should sit down and discuss how many users will be accessing the software. This is because pricing is usually linked to certain key benchmarks, such as the number of users, or storage limits. So, “your” SaaS agreement should very clearly set forth the applicable benchmark. Specifically, if you want 100 users to access the software the SaaS provider could require your company to define or delineate those 100 employees as opposed to how you want to use the software which is any 100 employees at any time.

Pricing Plans

Access to the SaaS service is usually made available on a subscription basis, with monthly or annual plans as the most popular choices. In examining a SaaS agreement it should state in plain English what plans are being offered and what they include.

Service Level Agreements (SLA)

An important part of the SaaS Agreement is holding a SaaS provider to a minimum performance standard in connection with a SaaS agreement. An example is that the service will have an uptime percentage of 99.9%, meaning the service is guaranteed to be up, available and running live 99.9% of the time. This performance standard is known as a Service Level Agreement (SLA). You also need to have the Agreement spell out how the performance standard will be calculated.

What if the SaaS Vendor files for bankruptcy or goes out of business?

It is important to make sure that the SLA contains language that clearly states that you can export your data from your SaaS provider. This clause should also include how often and in what type of format you may access your data. The clause should also state that the vendor will assist in migrating your data, for an appropriate fee.

What is the duration of the Agreement and how do you terminate?

You want to make sure that before you sign a SaaS Agreement that you understand the duration of the term, how the Agreement gets renewed and how you can terminate early if need be.

Who owns the Data?

If your SaaS Agreement is a Licensing Agreement rather than a Master Service Agreement it is likely that the SaaS provider will strictly limit what your company can do with all the data that will be derived from the users. This is typically the case where the SaaS Software allows the entity accessing it to modify the software and use it on line publically where users outside the company could leave their personal data in using the software such as name, address, etc. In negotiating a SaaS Agreement you want to make sure the ownership of the data is clearly spelled out and what your company can or cannot do with it. You also want to make sure that the SaaS provider is maintaining the data safely on its servers and that it is dealing with all security issues.

Maintenance of the Software

The Agreement must clearly state which party is responsible for implementing and maintaining the service including fixing bugs and pushing updates.

Dividing up the equity among startup co-founders equally is an easy, quick solution, but it can also be a very big mistake causing a lot of complications with your ability raise money from VC’s.

Most startups are run by bright people with not a ton of experience having run a startup before. This is probably the first time they have had to cut back on expenses because not getting a paycheck anymore will cause you to stop ordering $6.00 coffee from Starbucks. Adding to this inexperience is the fact that most startups don’t have seasoned advisors giving them precious advice and knowledge about how to do things right from the start and position your company for an investment by VCs. And, for the first time the startup has to put together budgets, forecasts, executive summaries, bios, financial projects, blah blah blah. It’s not easy and at the same time you’re trying to build a product or get it out into the marketplace.

What is the central thing that ties all of this together? Hint, it makes the world go around. Without money and lots of it your startup is doomed to fail. So…listen up. From day one you and your co-founders have done nothing until you make money. If you remember this and nothing else it’s that you are going to burn through whatever monies you do have to keep your company going and without more of it your company will die. This slap in the face should bring you down to earth and understand that being humble and having no ego when dealing with VC’s will get you a lot farther than being a jerk.

So…I’m going to bring this full circle and make an even bigger point that when you are sitting around that table having that first discussion about how much equity each of you are going to get pretend there is a VC sitting with you shaking his head thinking what a bunch of idiots you are for giving yourselves so much equity so early in the game. I have no issue with the founders taking 51% of the outstanding stock that has been issued and leaving a sufficient amount for VC’s, advisors, board members and for a stock incentive plan. Don’t make the mistake of draining the company of all of its outstanding stock with the plan to be to issue more. That’s a bad move.

When a VC approaches your company they are going to want to look at the cap table to see how much stock is outstanding, how much has been issued and who else maybe has invested before them. You want to be in a position where a VC is interested because they are the first money in and no additional stock has to be issued. A VC might want and you should probably give them 20% to 25% of the outstanding stock, if, and only if: (i) they are shrewd, savvy investors in your industry; (ii) have a good track record of picking the right companies and making money; (iii) they can make introductions to other key companies that will help you grow; and (iv) they will take the lead on the next round.

The “Internet of Things” (IoT) is a phrase used to describe devices which can connect via the internet wirelessly and can communicate with us and each other and transmit data. Used properly, these IoT devices could transform the way in which we live and conduct enterprise business, with technology helping various tasks and processes as we go about our daily lives.

There is a large array of IoT connected devices now available to consumers which promise to make life better and smarter, from smart cars to homes that practically heat themselves to wearables that track heartbeats.

Specifically, a neighbor recently had a new HVAC system installed in their home which can self-program their temperature needs. This device knows when they are at home or away, awake or asleep and via the internet they can turn the heating on while not home. This shows that such technologies could derive huge benefits, including cost and time savings, but what are the legal issues that should be discussed about this?

The legal issues:

The data security risks

Data security is a real concern with IoT devices, taking into account just how vast the amount of data that is being collected. With various IoT devices talking to each other via the internet, the potential for a data security breach is high and with more and more IoT devices coming onto the market, this issue is not going to go away any time soon.

With increased data collection, comes an increase in the risk of a breach or failure in data security or the wrong data being transmitted. As previously mentioned, my neighbor’s new home heating systems knows when they are home or away. Is there a risk that this information could end up in the wrong hands? Quite possibly, and to make matters worse, some IoT devices have not been designed to automatically update with new security updates and patches, leaving these devices vulnerable to hackers and without any security updates. There is also the risk that users may not update default passwords provided with the IoT devices or fail to update them with sufficiently strong passwords.

If hackers can gain access to IoT connected devices, the potential opportunity for damage could be enormous. Take for example a smart car embedded with sensors and trackers. What if a hacker got past the car’s security systems and was able to alter the functions and safety of the car. What about IoT devices used to saved lives in ambulances rushing to the hospital. What if a hacker was able to penetrate such devices and cause them not to function properly? We don’t even want to think about what the consequences will be for patients.

Data protection:

The security of data is tandem with data protection. Unfortunately, the United States does not have a uniform comprehensive law to deal with data protection security and privacy similar to Europe’s General Data Protection Regulation which deals with how personal data of EU residents can be collected, stored and transmitted. The closest thing we have in the US deals only with collected personal health information and that is HIPAA.

When designing IoT devices before being manufactured companies should take into consideration checks, balances and controls for privacy and protection of sensitive data.

Product liability:

With the likelihood that IoT devices are going to alter the way in which we conduct our daily personal and business lives, we have to ask the question as to what happens in the event some of these devices malfunction or operate in a negligence manner. Who has liability here? Is it the device manufacturer or the company licensing the product?

It’s not farfetched to see driverless cars taking over the roads. But what happens when a driverless car is responsibility for an accident which causes the death of one of the auto’s occupants. Which party is responsibility for this? There is little doubt in the near future that the Department of Transportation will be taking a close look at this situation.

Evaluating Service, Security, Capabilities & Vulnerabilities of SaaS Software Cloud Service Providers.

What should SaaS Software Cloud Services Vendors do to take security seriously and put controls, processes and procedures in place to protect sensitive customer data and manage liabilities and risk? Are you a SaaS Application Provider entering into contracts and agreements with customers and end-users but have failed to put in place an effective data security privacy protection policy, plan, procedures or guidelines? Are you a customer doing your due diligence and making sure that your company's confidential information and data will be adequately protected by a certain SaaS vendor? What are your capabilities as a SaaS vendor for protecting confidential highly sensitive customer data and information?

Failing to ensure that the appropriate security protection is in effect and in place when using cloud services could ultimately cause higher business and insurance costs and the potential loss of business. In furtherance of using a SaaS cloud computing service, customers must understand clearly what the possible security benefits and risks are that come with using a certain cloud computing application, and have a firm grasp of what security protections or plans if any, their cloud provider has put in place to protect their confidential data and/or information. For each different type of service, Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) there might be different security requirements and responsibilities.

SaaS service providers [whether they serve and host the application or outsource it to a third party managed cloud provider] should do a host of things to make sure that whatever data or sensitive information is being gathered and stored in the cloud for their clients is secure.

If you are outsourcing the hosting and serving of your company's SaaS Cloud Application to a third party managed cloud provider you need to carefully read and analyze the agreement you will execute with the cloud provider to see what type of liability the managed cloud provider will accept and how much it will pay in damages in the event the cloud provider causes a breach which results in a loss or compromise of client data and in turn the client sues your company for negligence.
Internally, your company should limit access to your cloud application to authorized personnel only. I would classify employees that have access to the provider's application as "authorized employees." These are employees who have a need to know or otherwise can access customer data or personally identifiable information (PII) to allow the SaaS Service Provider Vendor to perform its obligations under this Agreement. These individuals should also sign non-disclosure agreements prohibiting the unauthorized transfer and sale of customer user data and (PII). PII could have a broad meaning to both vendor and customer so its a good idea to list or define the types of PII that should be protected from disclosure to unauthorized employees and third parties.
You should perform criminal background checks if legal in your state before employees are exposed to sensitive customer data or financial information.
You should provide Corporate Security Awareness Training to employees so everyone has a heightened sense of purpose regarding customer data protection and security.
I would put together a Security and Risk Management Team of highly qualified individuals to manage security risk.
Incident Response Plan - What if there is a data breach or a cyber-attack? Your company should have a plan in place which details what actions you are going to take in the event disaster strikes. To this effect, how are you going to notify customers of a data breach or disaster?
Data Recovery and/or Disaster Plan - Do you or your managed cloud provider have a disaster plan in place? Do you or your SaaS managed cloud provider utilize redundant and fault tolerant systems to ensure maximum up time and recover quickly from disasters. Customers are going to want to know how long it will take to retrieve their data and if it has been lost or compromised.
Your company should have an effective Information Security Policy in place which needs to be assessed and updated if need be annually.
Your company needs to have an effective Privacy Policy [most are found on the bottom of the home page of company websites visible to the public] so customers understand how your company collects, uses and shares customer information.
Does your company perform web application testing to determine if there are any security issues or vulnerabilities that need to be fixed?
Employees should be required to sign a document acknowledging they have received a copy of the company’s Security Policy.
You should think about putting in place a Change Control Process to make sure that changes to the software and hardware IT infrastructure don’t severely impact production systems.
Are the vendors certified that will be managing your cloud services? Certification means that the vendor takes security seriously.
Are your customers' users required to enter a password that is authenticated before permitting a user to gain access to the SaaS application and/or services.
Does your managed cloud provider offer or use encryption for the data that is being stored?
Who has access to sensitive customer data and how is it being stored? This sensitive information should be stored in a secure, redundant, highly available database system with access restricted to employees and personnel that are members of a contained group.
If you are the SaaS vendor who in your company has access to sensitive client/customer information? You want to make sure your company can access the files but not view them. Make sure that only a select few number of employees can have access to and view sensitive customer data.
You should become familiar with how hard drives which are old and no longer functional are destroyed. You should ask your managed cloud provider if old disk drives are destroyed on premises by a third party vendor.
Are you offering customers any type of encryption for data transfers?
Are customer files or data being backed up to a second storage system in the event disaster strikes?

This above list is not dispositive or everything a SaaS vendor should do to take security seriously and put controls, processes and procedures in place to protect sensitive customer data. With that said, do yourself a favor and hire an outside vendor a company that is an expert in determining your company's capabilities or vulnerabilities in managing data security and what needs to be done.

Please reach out to Andrew to get a free price quote at 201-446-9643.

andrew@saas-lawyer.com

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SaaS Lawyer

SaaS Lawyer Andrew S Bosin LLC provides experienced legal advice and services to startups, founders, entrepreneurs, vendors, customers and enterprise companies.

SaaS Attorney Drafting Subscription Agreements

SaaS Attorney Legal Services and Advice offered by SaaS Contracts Attorney Andrew S Bosin LLC based in New Jersey representing SaaS, software and cloud startups, entrepreneurs, vendors, customers, developers and enterprise companies all across the United States.

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SaaS Licensing Attorney drafting SaaS Contracts & Agreements

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