SOFTWARE AS A SERVICE (SaaS) SERVICE AGREEMENT
Between the undersigned:
KENMORE SOLUTIONS LLC,
a limited liability company duly incorporated and existing under the laws of the United States of America,
having its registered office in the United States,
hereinafter referred to as the “Provider,”
AND:
Any natural person or legal entity subscribing to one of the SaaS services provided by the Provider,
hereinafter referred to as the “Client,”
The Provider and the Client are hereinafter collectively referred to as the “Parties” and individually as a “Party.”
Article 1 — Purpose of the Agreement
The purpose of this Agreement is to define the terms and conditions under which the Provider makes available to the Client one or more software applications and online-accessible services (hereinafter referred to as the “Service”) as part of a Software as a Service (SaaS) offering.
The Provider hosts the applications and ensures their maintenance, availability, and security, while the Client accesses them remotely via the Internet.
Article 2 — Effective Date and Term
This Agreement shall enter into force on the date the Client subscribes to the Service, namely: {contract_datestart}.
It is entered into for an indefinite term and is automatically renewed at each billing period (monthly or annual), unless terminated in accordance with Article 10.
Article 3 — Description of the Service
The Provider supplies one or more software applications hosted on its servers, enabling the Client to use the functionalities described in the documentation and commercial offers published on the Provider’s website.
The Services include, in particular:
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Remote access to the software via the Internet;
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Hosting of the Client’s data;
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Software updates and enhancements;
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Technical support under the terms defined at the time of subscription.
Article 4 — Financial Terms
The Service is provided in consideration of the payment of a subscription fee, the amount, frequency, and payment terms of which are specified at the time of order.
Payment is made in advance for each contractual period (monthly, quarterly, or annual).
Any late payment shall result, without prior notice, in the automatic suspension of the Service until payment is brought current.
The Provider reserves the right to revise its pricing, subject to providing written notice to the Client at least thirty (30) days prior to the effective date of the new pricing.
Article 5 — Provider’s Obligations
The Provider undertakes to:
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Provide continuous access to the Service, except in cases of maintenance or force majeure;
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Ensure the security, confidentiality, and regular backup of hosted data;
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Maintain the compatibility of the Service with the browsers and environments specified in the documentation;
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Provide technical support in accordance with the subscribed offer.
Article 6 — Client’s Obligations
The Client undertakes to:
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Use the Service in accordance with its intended purpose and applicable laws and regulations;
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Refrain from attempting to access the source code, copy, modify, or reproduce the software;
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Maintain the confidentiality of its access credentials;
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Ensure local backups of its own data, in addition to the backups performed by the Provider;
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Pay all amounts due in accordance with the agreed terms.
Article 7 — Intellectual Property
The Provider remains the sole holder of all intellectual property rights relating to the Service, the software, the interfaces, and the associated documentation.
No ownership rights are transferred to the Client, who is granted only a non-exclusive, personal, and non-transferable right to use the Service for the duration of the Agreement.
Article 8 — Confidentiality and Data Protection
The Provider undertakes to maintain the confidentiality of the information and data transmitted by the Client.
The Client’s data are processed solely for the purpose of performing the Service and shall not be transferred to third parties without authorization.
The Provider implements all necessary technical and organizational measures to ensure data protection in accordance with international information security standards.
Article 9 — Liability
The Provider is subject to an obligation of means and not of result.
The Provider shall not be held liable for any temporary unavailability of the Service due to maintenance operations, failures, or Internet network disruptions.
In any event, the Provider’s liability shall not exceed the total amount paid by the Client during the twelve (12) months preceding the event giving rise to the claim.
Article 10 — Termination
Either Party may terminate the Agreement:
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At any time, with thirty (30) days’ written notice;
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As of right, in the event of a material breach by the other Party that is not remedied within fifteen (15) days following written notice.
Upon termination, the Provider shall make available to the Client, upon request, a copy of the Client’s data in a standard format. Such data shall be deleted from the Provider’s servers thirty (30) days after the end of the Agreement, unless otherwise required by law.
Article 11 — Force Majeure
Neither Party shall be held liable for a failure to perform resulting from an event of force majeure, as defined by international case law, including but not limited to natural disasters, major cyberattacks, war, epidemics, or network outages.
Article 12 — Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the United States of America, to the exclusion of any other legislation.
Any dispute relating to the interpretation, performance, or validity of this Agreement shall fall under the exclusive jurisdiction of the competent courts of the state in which the Provider is registered.
Article 13 — Final Provisions
This Agreement constitutes the entire agreement between the Parties and supersedes any prior written or oral agreement relating to the same subject matter.
Any amendment must be made by a written addendum signed by both Parties.
Article 14 — Acceptance Clause
By signing this Agreement, creating an account, or using any of the Services provided by Kenmore Solutions LLC, the Client expressly acknowledges having read, understood, and accepted all the terms and conditions of this Agreement without reservation.
The Client further acknowledges that any use of the Service after the first access constitutes full and complete acceptance of these contractual terms.
Digital acceptance carried out via the Provider’s online platform has the same legal effect as a handwritten signature.
