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How to write your SAAS Software as a Service Clickwrap Agreement
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Use cases for this template
NorthPeak Insights secures enterprise buy-in for its SaaS analytics rollout
The Challenge
NorthPeak Insights had a solid clickwrap user agreement, but Harbor & Co.'s procurement team wanted clearer articulation of support boundaries, renewal pricing, and acceptance records to keep the terms enforceable and demonstrate that authorised users would comply with the AUP.
The Solution
The legal contract template stood as-is; to support it, the team used Proposal Kit's document assembly to produce standard documents: Specifications summary, a downtime credit explainer, and a change-notice plan, while the AI Writer generated a data handling report, onboarding how-to guides, and legal updates notices, automated line-item quoting modeled tiered subscribed services, and negotiated add-ons.
The Implementation
They documented the acceptance method, set procedures to notify users of upgrades, created a payment and renewal calendar, and packaged a practical law-style brief showing why clickwrap agreements are legally enforceable, integrating these materials into sales and onboarding.
The Outcome
Harbor & Co. signed quickly with fewer redlines, NorthPeak managed renewals with less time spent, support requests dropped due to clearer guides, and the business scaled transactions while maintaining compliance and limitations on liability.
ForgeLink streamlines supplier marketplace access across multiple plants
The Challenge
Crescent Manufacturing needed a rapid rollout to dozens of sites, but technical difficulties and confusion about third-party support threatened adoption, and finance required a predictable process to manage pricing changes and terminate or renew on schedule.
The Solution
ForgeLink kept the EULA intact and used Proposal Kit to create supplemental materials: a technical support runbook, an incident reporting method, and a proprietary information handling brief; the AI Writer produced plant-level checklists and user training guides, and line-item quoting set site licenses, authorised users, and optional consulting services.
The Implementation
They issued a Specifications booklet defining Services, Support Services, and Delivery security, codified steps to contact technical support when experiencing technical difficulties, and scheduled notifications to users for upcoming renewals so stakeholders could comply with internal processes.
The Outcome
Crescent achieved full access with fewer tickets, the supplier avoided duty to non-contracted consumers, budgeting stabilized around renewal cycles, and the court-ready acceptance records gave leadership confidence that the agreement was enforceable.
LumaPay aligns its mobile app launch with credit union compliance
The Challenge
Rivertown Credit Union required proof that the clickwrap agreements were legally enforceable, clarity on content responsibility and limitations, and a plan to handle transfer-of-agreement notice in case of future M&A, all while keeping the contracting process business-friendly.
The Solution
LumaPay left the contract language unchanged and used Proposal Kit to assemble supporting documents: a compliance overview, a practical law resources-style how-to guide for branch managers, and a dispute-handling summary; the AI Writer produced consumer FAQs and regulatory legal updates bulletins, and line-item quoting mapped negotiated enterprise tiers.
The Implementation
They versioned user agreements, captured time-stamped acceptance, defined how to notify users about price changes, and published a concise EULA summary that helped integrators and lawyers manage expectations without altering the core agreement.
The Outcome
Rivertown approved the launch, LumaPay shortened sales cycles, maintained practice compliance across regions, and delivered a smoother onboarding experience that reduced risk while supporting the platform's growth.
Abstract
This SaaS clickwrap end user licence agreement sets the ground rules for access to a hosted software platform. Acceptance occurs by checking a box or similar method online, signaling consent to the user agreement and the EULA terms. Well-designed clickwrap agreements are generally considered legally enforceable, helping businesses manage risk in routine platform transactions without the delays of traditional contracts. Many teams use practical law resources, standard documents, checklists, and how-to guides to understand how practical law resources support practice compliance and a consistent contracting process.
The agreement grants access to subscribed services but no license to the underlying software or source code. Customers may not download, redistribute, or reverse engineer the software. Full access to the platform continues while subscription fees are current and the customer complies with the Acceptable Use Policy.
Terms start with a six- or twelve-month commitment, renew automatically, and require at least 30 days' written notice to terminate. Payments are C.O.D. unless credit terms are granted; the supplier can revoke credit if invoices age beyond 30 days. Prices and terms may change on renewal, so many companies choose to notify users as a matter of process and compliance.
Support and any upgrades or consulting services are defined in the Specifications. If customers are experiencing technical difficulties, they should contact technical support as outlined there. Warranties are disclaimed; liability is limited to a pro-rata credit for downtime.
The company has no duty to support third-party users not directly contracted, such as clients, vendors, or consumers of the customer's own services. Trademarks integrated by the customer must be properly authorised.
The agreement restricts transfer without consent, requires protection of proprietary information, and allows termination for breach or insolvency events. Indemnification protects the provider from claims arising from the customer's marketing or support activities. Disputes can lead to recovery of legal fees by the prevailing party, with courts applying the stated governing law. These enforceable terms are sufficient for many businesses when reviewed by lawyers and tailored in the Specifications to address specific needs, integrating acceptance, compliance, and limitations into one agreement EULA with less time spent on negotiation.
Use cases include B2B platforms provisioning authorised users, mobile apps requiring a click-to-accept EULA, and sales tools offering subscribed services to supplier networks.
Proposal Kit can streamline this contracting process with document assembly tools, automated line-item quoting, an AI Writer for supporting materials, and an extensive template library that helps teams produce consistent, easy-to-use agreements and related documents.
Additional insight: For many organizations, the main value of this framework is operational clarity. It separates platform access from ownership, sets renewal rhythms, and defines how authorised users must comply with payment and AUP obligations. Courts often find clickwrap agreements legally enforceable when the acceptance path is clear and terms are accessible, which helps a business scale onboarding with predictable risk.
While most clickwrap user agreements are not negotiated, enterprise buyers may request negotiated addenda for security, uptime, or data controls. Teams should review Specifications regularly so the scope of subscribed services, support methods, and limitations match actual delivery, especially after product changes or legal updates.
This approach benefits sales, customer success, and finance by creating a repeatable contracting process with less friction than traditional contracts. It also guides how to notify users about renewals or price changes and manage who has full access. As product lines expand into mobile apps or new regions, revalidating acceptance language and ensuring users comply with updated terms keeps the agreement enforceable.
Proposal Kit helps teams assemble consistent user agreements and related materials from standard documents, adjust tiers with automated line-item quoting, and use its AI Writer to build supporting policies and how-to guides. Its extensive template library enables faster iteration when offerings evolve, so documents stay aligned with business needs after legal updates.
Further considerations focus on the Specifications, the operational core of these user agreements. Define Services, Support Services, and Consulting Services distinctly, plus Delivery security measures, data handling boundaries, and the method for reporting incidents. Because the platform is provided as is and not customized, plan how upgrades are introduced, how change notices are communicated, and how authorized users must comply with new features or limits without disrupting the business.
Cash-flow planning matters. Payments begin before service start; terms are C.O.D. or net 10 with credit, and credit can be revoked if invoices are overdue by 30 days. Renewal pricing may change, so align budgeting and procurement calendars and decide when and how to notify users about new rates. If ownership changes, the agreement requires 60 days' notice to the supplier, so build that into corporate transaction checklists.
Content responsibility is clear: the provider does not control customer content, and the customer warrants rights to any trademarks it integrates. Combine that with strict prohibitions on reverse engineering and redistribution to reduce IP risk. For disputes, the prevailing party recovers fees, and indemnification shifts marketing and support-related claims back to the customer; consider how insurance and internal approvals address these allocations.
Strengthen enforceability by designing the acceptance flow to capture time-stamped consent, versioning, and conspicuous links to terms. Courts are more likely to find clickwrap agreements legally enforceable when acceptance is clear and records are retained. Legal updates should trigger a review of Specifications and related policies; practical law and how practical law resources can help teams stress-test clauses that are commonly negotiated in enterprise settings while staying able to comply with internal standards.
Proposal Kit supports this work by assembling consistent user agreements and Specifications from standard documents and checklists, mapping service tiers with automated line-item quoting, and using its AI Writer to write supporting how-to guides and policies. The extensive template library helps adapt documents to specific needs after legal updates with less time and effort.
Writing the SAAS Software as a Service Clickwrap Agreement document - The Narrative
SOFTWARE AS A SERVICE (SAAS) CLICKWRAP AGREEMENT
Note - this agreement assumes that it is enacted by either the initial use/unwrapping of a software product, or through an agreement made online. Typically this is done by including a checkbox or initial box in the software or web site. The purpose of this Agreement (hereafter referred to as the "Agreement") is to set forth and define an arrangement under which Company will provide Software as a Service ("SAAS" or "Service") for the benefit of the Customer. As a service, the standard SAAS Agreement with Company is provided below.
By using our SAAS you are explicitly agreeing to all of the following terms and conditions:
Subject to the following terms and conditions of this Agreement, Company will provide SAAS for Customer:
Specifications
Company agrees to provide Customer with SAAS according to the following Specifications (the "Specifications"):
Insert a description of the specifications for the SAAS to be provided to the customer. Insert a list of the services to be provided to the customer. Insert a description of the support provided to the customer.
1 Services Definitions
"Software" shall mean the Software or Program(s) to be provided by Company to Customer under this Agreement. "Services" shall mean the services to be provided by Company to Customer under this Agreement. A complete list of services provided may be found under the Specifications. "SAAS" shall mean both the Software and the Services provided by Company to Customer as described by the Specifications.
"Subscription Fee" shall mean the reoccurring fee paid to Company as compensation for continued use of the SAAS. "Support Services" shall mean any help, support, setup, installation, or other assistance as described by the Specifications. "Consulting Services" shall mean any additional services as described by the Specifications. "Source Code" shall mean the readable forms together with make and build files.
"Delivery" shall mean the SAAS as transmitted by Company to Customer electronically and in accordance with security measures agreed upon by both parties as described in the Specifications. "Company Materials" shall mean any software, code, data, graphics or other materials or resources transmitted to Customer in order to provide any of the services under this Agreement.
2 Services Provisions
Rights and License Granted
Under the Company's SAAS agreement, Customer shall not be granted any rights or license to the Software or Services. Customer acknowledges that through its subscription payments to Company it is granted access to the Software and Services. Customer further acknowledges that at no time shall it be entitled to download, distribute, install or otherwise redistribute the Software in any form not explicitly covered by this Agreement.
The Customer understands that access to the Software ends when one of the following events takes place: 1) Customer fails to make a subscription payment; 2) Customer violated the Company Acceptable Use Policy ("AUP") or 3) Customer cancels its subscription with a 30-day written notice and Customer's account is paid in full.
Limitations to Rights and License
At no time will Customer hold title to or ownership of any of the SAAS, Company Data or Source Code or any Materials provided to Customer during the term of this Agreement.
3 Length of Service
Customer agrees to an initial six (6) month or twelve (12) month contractual term of service ("Term"). The length of contract required is based on the type of service desired by Customer and shall be determined solely by Company as defined in the payment option selected by Customer.
4 Service Start Date
The first subscription payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
5 Renewal by Customer
This Agreement will automatically renew for successive six (6) or twelve (12) month Terms unless canceled in writing by Customer at least thirty (30) days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of Services by Customer indicates agreement to any contract revisions and price changes.
Renewal fees for the following Term will be automatically invoiced to Customer's account.
6 SAAS Customization
Customer acknowledges that the SAAS is provided "as is" and "as delivered" and cannot be construed as being able to be customized or modified in any way. Customer assumes all responsibility to review all features included in the SAAS prior to signing this agreement.
7 SAAS Support
All support for the SAAS shall be conducted as defined in the Specifications. End-User Pricing and Services Compensation are subject to change at the sole discretion of Company.
Terms of Payment
Terms of payment are C.O.D. unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net ten (10) days upon receipt of invoice. Company reserves the right to revoke any credit extended if payment is in arrears for more than thirty (30) days.
Proprietary Information
Proprietary information exchanged hereunder shall be treated as such by Customer. This information shall include, but is not limited to, the provisions of this Agreement, product and services information, materials, software, code, pricing, or any other materials transmitted to Customer under this Agreement. Customer agrees not to (a) decompose, disassemble, decode, or otherwise reverse engineer any Company program, code, or technology installed or delivered to Customer or any portion thereof; (b) transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; (c) sublicense or allow use of any materials or use of any provided services to any third party without written permission from Company; (d) use any Materials or Services in any way not intended or expressly provided for by this Agreement.
Customer Information Content
Company will exercise no control whatsoever over the content of the information passing through the software, network, email, or web site.
Warranties
Company makes no warranties or representations of any kind, whether expressed or implied, for the SAAS it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or due to errors or omissions of Customer. Use of any information obtained by way of Company is at Customer's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its Services.
Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability.
Company specifically denies any responsibilities for any damages, direct or indirect, arising as a consequence of such unavailability.
No Duty to Customer's Users Not Directly Contracted with Company
Company shall have no obligation to support, train or troubleshoot issues for any third-party user due to problems arising out of the use of the SAAS provided to Customer by Company. Third parties shall include, but are not limited to: vendors, contractors, Customer's customers, Customer's clients or any third party not directly contracted with Company for SAAS and SAAS Support.
Trademarks
Customer warrants that Customer has the right to use any applicable trademarks or copyrighted materials that Customer integrates or uses in connection with this SAAS.
Transfer of Agreement
Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Company. In the event that Customer contemplates whole or partial sale of Customer's business, ownership change, or change in jurisdiction, Customer shall notify Company by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event.
Termination
Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of receiver or the filing of any application by Customer seeking relief from creditors, or 3) upon mutual agreement in writing by Company and Customer.
Disputes
If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
Indemnification
Customer shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly arising from or in connection with Customer's marketing or Support Services of the product or Services or the unauthorized representation of the product and Services or any breach of this Agreement by Customer.
General
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of State State. A failure by any party to exercise or any delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.
The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their use of the SAAS provided by Company.
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Frequently Asked Questions
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Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
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The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
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If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
How do I ensure that the contract is legally binding and enforceable?
To ensure that the contract is legally binding and enforceable, follow these steps:
- Complete all relevant sections: Make sure all blanks are filled in with accurate information.
- Include all necessary terms and conditions: Ensure that all essential elements, such as payment terms, deliverables, timelines, and responsibilities, are clearly defined.
- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.
Ian Lauder has been helping businesses write their proposals and contracts for two decades. Ian is the owner and founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.By Ian Lauder
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Proposal Kit, Inc. makes no warranty and accepts no responsibility for the suitability of any materials to the licensee's business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for the results obtained. The information included is not legal advice. Names in use cases have been fictionalized. Your use of the contract template and any purchased packages constitutes acceptance and understanding of these disclaimers and terms and conditions.
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