SaaS & NDA Client Service Agreement

SAAS Service and Non-Disclosure Agreement

This Agreement (“Agreement”) is made and entered into as of [Date], by and between:

Company Name: CurrentDebate LLC, dba LeaderForce
Client Name: Citizens Alliance

WHEREAS

  • CurrentDebate LLC, dba LeaderForce provides SaaS-based CRM, email, and texting services (the “Services”), and;
  • Citizens Alliance desires to subscribe to and use the Services in accordance with the terms and conditions of this Agreement, and;
  • Both parties desire to ensure the protection of confidential information, including client data and contacts, shared during the course of the relationship.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Part 1: SAAS Service Agreement

1. Services Provided

  • CurrentDebate LLC, dba LeaderForce agrees to provide Citizens Alliance with access to its CRM, email, and texting software platform, as described in the accompanying documentation or service level agreements (SLAs).
  • Citizens Alliance will have access to the Services through a subscription model for the duration of the Subscription Term.

2. Subscription Term and Renewal

  • The subscription shall commence on the Effective Date and shall continue for a period of [Subscription Term, e.g., 1 year], unless terminated earlier in accordance with this Agreement.
  • This Agreement will automatically renew 30 days prior to the end of the contract unless either party provides written notice of their intent not to renew.

3. Fees and Payment

  • Citizens Alliance agrees to pay CurrentDebate LLC, dba LeaderForce $1,000 per month, which may be paid either:
    • Monthly: $1,000 due at the start of each month, or;
    • Yearly: $12,000 paid upfront for the year, at the beginning of the Subscription Term.
  • All payments are due within 3 days of the invoice date. If payment is not received within 30 days of the invoice due date, CurrentDebate LLC, dba LeaderForce may suspend or terminate the Services. 

4. Client Responsibilities

  • Citizens Alliance is responsible for maintaining the security of their login credentials and ensuring that the Services are used in compliance with all applicable laws, including data privacy and communication regulations.
  • Citizens Alliance is responsible for obtaining all necessary permissions from the recipients of any emails, SMS messages, or other communications sent via the CurrentDebate LLC, dba LeaderForce platform.
  • Citizens Alliance agrees to comply with laws and regulations related to electronic communications, including the CAN-SPAM Act and TCPA.

5. Ownership and License

  • CurrentDebate LLC, dba LeaderForce retains all rights, title, and interest in and to the Services, including any software, upgrades, modifications, or enhancements provided.
  • Citizens Alliance is granted a non-exclusive, non-transferable license to use the Services for their own business purposes, subject to the terms of this Agreement.

6. Service Level Agreement (SLA)

  • CurrentDebate LLC, dba LeaderForce agrees to provide the Services with at least 99.9% uptime, excluding scheduled maintenance and any downtime caused by third-party services, internet outages, or force majeure events.
  • Support requests from Citizens Alliance will be responded to within 2 hours during normal business hours.
  • Emails: Citizens Allience’s LeaderForce membership includes 80,000 email sends per month. This is included. If Citizens Alliance gets 100 or more complaints in one month, they will have to be moved from the Primary email sending service to a backup service. The backup service is included as well. 
  • Citizens Alliance shall have an email sending capacity of 80k a month. Then a $50 fee will be charged to activate the secondary email service.
  • SMS sends – 10,000 monthly sends are included, over that we’ll give you messages at our cost: $0.0079 per message.

7. Data Ownership and Security

  • Ownership: Citizens Alliance retains ownership of all data provided, collected, or generated during the course of using the Services.
  • Security: CurrentDebate LLC, dba LeaderForce will implement and maintain appropriate technical and organizational measures to protect the confidentiality and integrity of Citizens Alliance’s data.
  • Data Breach: In the event of a data breach involving Citizens Alliance’s data, CurrentDebate LLC, dba LeaderForce will notify Citizens Alliance within 2 hours and take steps to mitigate the breach.

8. Termination

  • Either party may terminate this Agreement upon 30 days’ written notice if the other party breaches any material term and fails to cure such breach within the notice period.
  • Upon termination, Citizens Alliance’s access to the Services will be revoked, and Citizens Alliance must return or destroy any proprietary materials provided by CurrentDebate LLC, dba LeaderForce, such as copies of LeaderForce, Current Debate, or Townsquare IP. 
  • LeaderForce will give Citizens Alliance a downloaded CSV and backup or all their LeaderForce contacts, emails, SMSs and any other data they created.

9. Limitation of Liability

  • CurrentDebate LLC, dba LeaderForce shall not be liable for any indirect, incidental, or consequential damages arising from the use or inability to use the Services.
  • CurrentDebate LLC, dba LeaderForce’s total liability to Citizens Alliance shall not exceed the total fees paid by Citizens Alliance under this Agreement during the last 12 months.

10. Force Majeure

  • Neither party shall be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, government restrictions, or internet outages.

11. Governing Law

  • This Agreement will be governed by and construed in accordance with the laws of the state of Idaho, without regard to its conflicts of laws principles.

12. Dispute Resolution

  • In the event of any dispute arising out of or related to this Agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiations. If the dispute cannot be resolved within 30 days, either party may submit the dispute to binding arbitration under the rules of the American Arbitration Association, with the arbitration to be held in Boise, Idaho.

Part 2: Non-Disclosure Agreement (NDA)

13. Confidential Information

  • Confidential Information: “Confidential Information” means all non-public, proprietary information disclosed by Citizens Alliance to CurrentDebate LLC, dba LeaderForce, including but not limited to:
    • Client lists, contacts, email addresses, phone numbers, and other personal information stored or managed through the Services.
    • Any business strategies, marketing plans, or customer communications shared in the course of the relationship.
    • Customer data, usage data, and any other data processed through the CRM, email, and texting platform.

14. Non-Use and Non-Disclosure

  • CurrentDebate LLC, dba LeaderForce agrees to:
    • Use Confidential Information solely for the purpose of providing the agreed-upon Services to Citizens Alliance.
    • Not disclose, share, sell, transfer, or provide access to Citizens Alliance’s contacts, data, or other Confidential Information to any third party without Citizens Alliance’s prior written consent.
    • Take all reasonable precautions to protect the confidentiality of Citizens Alliance’s data, using at least the same degree of care used to protect its own confidential information.

15. Data Protection

  • CurrentDebate LLC, dba LeaderForce acknowledges that client data, particularly contacts, is sensitive and agrees to implement and maintain appropriate technical, organizational, and security measures to protect the Confidential Information from unauthorized access, disclosure, or misuse.
  • CurrentDebate LLC, dba LeaderForce will comply with all applicable data protection laws and regulations in handling such information, including but not limited to the GDPR, CCPA, and other relevant privacy laws.

16. Exclusions from Confidential Information

Confidential Information does not include information that:

  • Is or becomes publicly known through no fault of CurrentDebate LLC, dba LeaderForce;
  • Is rightfully received from a third party without breach of any obligation of confidentiality;
  • Is independently developed by CurrentDebate LLC, dba LeaderForce without use of Citizens Alliance’s Confidential Information;
  • Is disclosed with Citizens Alliance’s prior written consent.

17. Return or Destruction of Confidential Information

  • Upon termination of this Agreement, or at the request of Citizens Alliance, CurrentDebate LLC, dba LeaderForce will return or destroy all copies of Confidential Information, including data derived therefrom. CurrentDebate LLC, dba LeaderForce will certify in writing that it has complied with this obligation upon request.

18. Term and Survival of Obligations

  • This NDA shall remain in effect for the duration of the Service Agreement and for 2 years after the termination of the business relationship, except for the obligations related to client contacts and data, which shall survive indefinitely.

19. Indemnification

  • Both parties agree to indemnify, defend, and hold harmless the other party from any claims, liabilities, losses, or damages arising from the breach of this Agreement or any acts of negligence or misconduct.

20. Remedies for Breach

  • Citizens Alliance acknowledges that any unauthorized use or disclosure of Confidential Information may result in irreparable harm, for which monetary damages may not be an adequate remedy. Therefore, Citizens Alliance shall have the right to seek injunctive relief in addition to any other remedies available under law.

IN WITNESS WHEREOF, the parties have executed this SAAS Service and Non-Disclosure Agreement as of the date first above written.

CurrentDebate LLC, dba LeaderForce
By: ___________________________
Name: [Your Name]
Title: [Your Title]
Date: __________________________

Citizens Alliance
By: ___________________________
Name: [Client Name]
Title: __________________________
Date: __________________________

 

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