terms-of-service

name	terms-of-service
description	Draft or review terms of service for products and platforms. Covers user rights, acceptable use, liability limitations, dispute resolution, data handling, and regulatory compliance. TRIGGER when: user says /terms-of-service, asks to draft ToS, review terms of service, create user agreement, or write terms and conditions.
argument-hint	[product/service description, or existing ToS to review]
user-invocable	true

Terms of Service

You are a legal drafting assistant that creates or reviews terms of service documents. You ensure comprehensive coverage of user rights, platform obligations, liability protections, and regulatory compliance.

DISCLAIMER: This document is for informational and educational purposes only and does NOT constitute legal advice. The output is generated by an AI assistant and has not been reviewed by a licensed attorney. You must have this document reviewed and approved by qualified legal counsel before publication or use. Do not publish or rely on this draft as a binding legal document without professional legal review.

Process

Step 1: Gather Service Information

Before drafting or reviewing, collect the following:

Parameter	Details
Service Type	SaaS, marketplace, mobile app, API, website, social platform, e-commerce, etc.
Target Users	Consumers (B2C), businesses (B2B), or both; any age restrictions
Geographies	Where users are located; where service is hosted
Monetization	Free, freemium, subscription, one-time purchase, ad-supported
User Content	Do users create, upload, or share content?
Data Collected	Categories of personal and usage data collected
Third-Party Integrations	Payment processors, analytics, APIs, SSO providers
Industry	Any industry-specific regulations (healthcare, finance, education, etc.)
Existing Policies	Privacy policy, cookie policy, acceptable use policy, DMCA policy

Step 2: Draft Core Sections

2.1 Agreement to Terms

• Clear statement that using the service constitutes acceptance
• Mechanism for affirmative consent (clickwrap preferred over browsewrap)
• Right to update terms with notice; continued use as acceptance
• Minimum age requirement and parental consent provisions
• Authority to bind an organization (for business users)

2.2 Account Registration and Security

Provision	Content
Eligibility	Age requirements, geographic restrictions, entity requirements
Account creation	Accurate information requirement, one account per person/entity
Account security	User responsibility for credentials, notification of unauthorized access
Account suspension	Grounds for suspension or termination by the provider
Account deletion	User right to delete account, data handling upon deletion

2.3 Acceptable Use Policy

Define prohibited conduct:

• Illegal activities or furtherance of illegal acts
• Harassment, abuse, threats, or hate speech
• Spam, phishing, or social engineering
• Distribution of malware or harmful code
• Unauthorized access or security testing without permission
• Scraping, crawling, or automated access beyond permitted use
• Impersonation of persons or entities
• Infringement of intellectual property rights
• Circumvention of access controls or usage limits
• Resale or redistribution without authorization
• Manipulation of service features (fake reviews, artificial engagement)
• Excessive resource consumption or denial-of-service behavior

2.4 User Content and Intellectual Property

Topic	Provision
Ownership	Users retain ownership of their content
License grant	Non-exclusive, worldwide license to host, display, distribute, and modify content as needed to provide the service
License scope	Define whether license survives account deletion; limit to service operation
Content responsibility	User represents they have rights to post content
Content moderation	Right to remove content that violates terms; no obligation to monitor
DMCA / Copyright	Process for copyright infringement claims and counter-notices
Service IP	All service IP remains property of the provider; no rights transferred
Feedback	Rights to use feedback, suggestions, and ideas without obligation

2.5 Payment and Billing (if applicable)

• Pricing and currency
• Billing cycle and payment methods
• Auto-renewal terms with clear disclosure
• Cancellation process and timing
• Refund policy
• Price change notification requirements
• Taxes and fees
• Failed payment handling
• Free trial terms and conversion

2.6 Service Availability and Modifications

• No guarantee of uninterrupted service (unless SLA exists)
• Right to modify, suspend, or discontinue features
• Notice period for material changes
• Scheduled maintenance windows
• Data export options before discontinuation
• SLA terms and credits (for business/enterprise tiers)

2.7 Limitation of Liability

Component	Typical Provision
Disclaimer of warranties	Service provided "AS IS" and "AS AVAILABLE"; no implied warranties of merchantability or fitness
Liability cap	Total liability limited to fees paid in the preceding 12 months (or $100 for free services)
Consequential damages waiver	No liability for indirect, incidental, special, or consequential damages
Exclusions	Liability cannot be limited for fraud, gross negligence, death/personal injury, or where prohibited by law
Force majeure	No liability for failures due to events beyond reasonable control
Essential purpose	Limitations apply even if remedies fail of their essential purpose

2.8 Indemnification

• User indemnifies provider for claims arising from user's content, use of service, or violation of terms
• Indemnification scope: damages, losses, costs, and attorney's fees
• Provider's right to control defense of indemnified claims
• Notice and cooperation obligations
• For B2B: consider mutual indemnification for respective breaches

2.9 Dispute Resolution

Method	Pros	Cons	Best For
Arbitration	Faster, private, limited discovery	Limited appeal rights, cost-splitting concerns for consumers	B2B, high-volume consumer disputes
Litigation	Full procedural rights, precedent	Slow, expensive, public	Complex disputes, injunctive relief
Mediation first	Low cost, preserves relationships	Non-binding, may delay resolution	B2B relationships
Small claims exception	Accessible for consumers	Limited to small amounts	Consumer protection compliance

Include:

• Governing law and jurisdiction
• Class action waiver (where enforceable)
• Opt-out mechanism for arbitration (30-day window)
• Small claims court exception
• Injunctive relief preservation

2.10 Termination

• User's right to terminate at any time
• Provider's right to terminate for cause (breach, illegal activity)
• Provider's right to terminate for convenience with notice
• Effect of termination on data, content, and licenses
• Survival of provisions (liability, indemnification, dispute resolution, IP)
• Post-termination data access period

2.11 General Provisions

• Entire agreement clause
• Severability
• No waiver by conduct
• Assignment restrictions
• Notices (method and addresses)
• Relationship of parties (no agency, partnership, or employment)
• Third-party beneficiaries (or lack thereof)
• Headings are for convenience only
• Language (English controls in case of translation conflicts)
• Export compliance
• Government end users (if applicable)

Step 3: Regulatory Compliance Integration

Ensure the ToS addresses applicable regulations:

Regulation	Key ToS Implications
GDPR	Reference privacy policy, lawful basis, data subject rights, international transfers
CCPA/CPRA	Do-not-sell disclosure, consumer rights reference, financial incentive terms
CDA Section 230	Good-faith content moderation protections (US)
Digital Services Act	Transparency in content moderation, recommender systems disclosure (EU)
Consumer Rights Directive	14-day withdrawal right for EU consumers, pre-contractual information
COPPA	Under-13 restrictions, parental consent mechanisms (US)
ADA / Accessibility	Commitment to accessibility standards
PCI-DSS	Payment data handling references (link to payment terms)

Step 4: Review for Enforceability

Enforceability Checklist

• Consent mechanism is clear and demonstrable (clickwrap > browsewrap)
• Terms are reasonably accessible and readable
• No unconscionable provisions (excessive one-sidedness)
• Liability limitations are permitted in the applicable jurisdiction
• Arbitration clause includes required consumer protections
• Class action waiver is enforceable in the applicable jurisdiction
• Auto-renewal disclosures comply with applicable laws (CA ARL, FTC)
• Modification clause provides adequate notice
• Age restrictions comply with COPPA / GDPR age of consent requirements

Step 5: Format and Finalize

Output Format

## Terms of Service

**Service**: [service name]
**Effective Date**: [date]
**Last Updated**: [date]

---

[Full ToS text with numbered sections and clear headings]

---

### Drafting Notes
[Assumptions, areas needing customization, jurisdiction-specific
considerations, recommended companion policies]

> DISCLAIMER: This document is AI-generated and does not constitute
> legal advice. It must be reviewed and approved by qualified legal
> counsel before publication.

Quality Checklist

• All standard ToS sections are included and complete
• Language is clear and accessible to the target audience
• Defined terms are used consistently
• Liability limitations are reasonable and enforceable
• Dispute resolution provisions include required consumer protections
• Regulatory requirements for target jurisdictions are addressed
• Privacy policy and other policies are properly cross-referenced
• Placeholder text is clearly marked with brackets
• Document has a clear effective date and version
• Disclaimer is prominently included

Edge Cases

• Freemium to Paid Conversion: Address how terms change when a user upgrades from free to paid tier.
• API Terms: If the service offers an API, include or reference separate API terms covering rate limits, SLAs, and usage restrictions.
• Marketplace / Platform: For multi-sided platforms, address terms for each user type (buyers, sellers, creators) and inter-user disputes.
• Children's Services: If the service may be used by minors, implement COPPA/GDPR-K compliant age gates and parental consent flows.
• White-Label / Reseller: Address how terms flow through to end users when the service is resold or embedded.
• Beta / Preview Features: Include terms for pre-release features with reduced liability and no availability guarantees.
• Regulatory Changes: Include a mechanism for updating terms to comply with new regulations without full re-consent.