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name: terms-of-service language: en description: Drafts enforceable U.S. Terms of Service agreements for websites, apps, platforms, and SaaS with acceptance mechanics, liability limits, dispute resolution, IP/content rules, and privacy hooks. Use when asked to draft "terms of service", "terms of use", "TOS", "user agreement", "platform terms", "website terms", "app terms", or "SaaS terms".

Terms of Service Agreement

Drafts an enforceable TOS tailored to the service model, data flows, and jurisdictional compliance needs.

Quick Start

Gather before drafting:

Item	Required	Notes
Company legal name, address, contact email	Yes	Contracting entity
Service name and URL/app identifiers	Yes	Defines "Service"
Eligibility/age minimum	Yes	COPPA if under 13 [VERIFY]
Countries/states served	Yes	Triggers GDPR/CCPA/other
Payment terms	If paid	Auto-renew, cancellation, refunds
IP assets	Yes	Trademarks, content ownership
UGC + moderation approach	If UGC	DMCA workflow
APIs/integrations	If any	Third-party terms

Core Workflow

1. Clause Selection

Clause	Include When	Key Points
Acceptance mechanism	Always	Clickwrap preferred; continued-use fallback
Accounts & security	Accounts exist	Credentials, MFA, responsibility
Acceptable use	Always	Prohibited conduct list
UGC license	UGC exists	Scope, duration, takedown
IP ownership	Always	Service IP, limited license
Payments	Paid tiers	Billing, taxes, refunds
Termination	Always	For cause/at will, effects
Disclaimers	Always	AS IS / AS AVAILABLE
Liability cap	Always	Cap amount, exclusions, carve-outs
Indemnity	B2B or UGC	IP claims, violations
Dispute resolution	Always	Governing law, venue/arbitration

2. Drafting Sequence

1. Definitions & acceptance — clickwrap + versioning/effective date
2. Eligibility & authority — age, entity authority
3. Account rules — registration, security, accuracy
4. Acceptable use — law compliance + prohibited conduct
5. UGC & IP — ownership, license grant, feedback assignment
6. Third-party services — links, integrations, no endorsement
7. Payment terms — if applicable
8. Termination & suspension — rights, effect, survival
9. Disclaimers & limitation of liability
10. Indemnification — if applicable
11. Dispute resolution — law, venue, arbitration
12. Boilerplate — severability, assignment, notices

3. Prohibited Conduct (always include)

• Illegal activity, fraud, misrepresentation
• Malware, phishing, security bypass
• Unauthorized access, scraping, rate-limit evasion
• IP infringement or circumvention of protections
• Harassment, hate, abusive conduct
• Interference with service availability

4. Dispute Resolution Selection

Option	Use When	Notes
Arbitration + class waiver	B2B or low-risk consumer	Include small-claims carve-out
Court litigation	High consumer scrutiny	Specify venue + jury waiver
EU consumer carve-out	Serving EU	Mandatory local rights preserved

Templates

UGC License (edit scope as needed)

User Content License. You retain ownership of Your Content. You grant Company a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, use, display, reproduce, modify for technical purposes, distribute, and create derivative works of Your Content solely to operate, improve, and promote the Service. License ends upon deletion except for content already shared or cached in ordinary operation.

Liability & Warranty (edit cap as needed)

` Disclaimer. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF DATA, PROFITS, OR REVENUE. TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO COMPANY IN THE 12 MONTHS BEFORE THE CLAIM (OR $100 IF NONE). EXCEPTIONS: LIABILITY FOR DEATH/PERSONAL INJURY, FRAUD, OR WILLFUL MISCONDUCT WHERE PROHIBITED. `

Privacy & Data Hooks

• Incorporate Privacy Policy by reference
• Specify data processing roles (controller/processor)
• Reference security measures at high level only — do not promise beyond actual controls
• Address cross-border transfers if applicable (EU SCCs [VERIFY])

Final QC Checklist

• Definitions consistent, capitalization standardized
• Effective date + version history included
• Notice method and update mechanism defined
• Survival clauses listed
• Hyperlinks to all incorporated policies working

Pitfalls

• Browsewrap is weak — prefer clickwrap acceptance; browsewrap risks unenforceability.
• EU/UK users — include GDPR-consistent rights hooks and consumer protections; avoid overbroad waivers. [VERIFY]
• California residents — include CCPA/CPRA notice hooks and no-sale/share language. [VERIFY]
• UGC services — must include DMCA agent designation and takedown procedure. [VERIFY]
• Unconscionability risk — keep liability caps and waivers reasonable for consumer users.
• Regulated industries (health, finance, telecom) — flag for additional statutory modules.