# Draft Terms Of Service > Use when drafting Terms of Service, Terms of Use, or Terms and Conditions for a website, app, SaaS platform, or marketplace. Covers all standard sections including acceptance, eligibility, user content licensing, IP ownership, disclaimers, limitation of liability, indemnification, termination, and modification. Addresses jurisdiction-specific consumer protection overlays including EU Directive 2011/83, CCPA arbitration mechanics, and UAE Federal Law 4/2022 and KSA Consumer Protection Law for MENA operators. Always pair with a Privacy Policy. - Skill: `sboghossian-mini-claude-for-legal/draft-terms-of-service` (Agent Skill) - Install (CLI): `npx skillmds@latest add sboghossian-mini-claude-for-legal/draft-terms-of-service` - Raw SKILL.md: https://api.skillmd.com/api/skills/sboghossian-mini-claude-for-legal/draft-terms-of-service/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - License: MIT - Author: sboghossian (https://skillmd.com/u/sboghossian-mini-claude-for-legal) - Updated: 2026-09-10 - Page: https://skillmd.com/skills/sboghossian-mini-claude-for-legal/draft-terms-of-service --- # Terms of Service Terms of Service (ToS) — also called Terms of Use or Terms and Conditions — is the contract between an operator and its users governing access to and use of a digital product. For B2C products especially, the ToS must navigate a patchwork of consumer-protection laws that override forum-selection and limitation clauses; drafting as if only one jurisdiction applies is a common and expensive mistake. ## When to use this - Launching a new website, app, SaaS platform, marketplace, or digital service - Updating an existing ToS to address a new product feature, jurisdiction, or legal requirement - Reviewing a third-party platform's ToS before integration - Converting an informal "by using this site you agree" notice into a proper binding agreement ## Required inputs | Input | Why it matters | Default | |---|---|---| | Service description | What the product is; determines applicable regulations | Must provide | | Operator entity + jurisdiction of incorporation | Whose law governs; regulatory obligations | Must provide | | User base (B2C, B2B, mixed) | Determines consumer protection overlay | Must specify; B2C triggers significantly more consumer law | | Payment handling | Free, paid, freemium, subscription | Must specify; auto-renewal has specific disclosure requirements | | User-generated content | Whether users can post content | Must specify; UGC requires a license grant clause and a takedown policy | | Data processing | Must cross-reference the Privacy Policy | Always link to a current Privacy Policy | | Age requirement | Minimum age for users (COPPA in US, GDPR Art 8 in EU for under-16s) | 18 (adjustable by jurisdiction) | | Disputes mechanism | Courts or arbitration; class action waiver for US B2C | Must specify | ## Document Structure ### 1. Introduction and Acceptance Start with clear acceptance mechanics: - "By accessing or using [Service], you agree to be bound by these Terms." - State effective date - Indicate how users accept: (a) click-through "I Accept" during signup — binding in all major jurisdictions; (b) continued use after notice of updated terms (for modifications) ### 2. Eligibility - Minimum age requirement - Geographic restrictions (if the service is not available in certain countries, state this — blocks "I didn't know" defenses) - Capacity: users must have legal capacity to enter into contracts - For B2B: user must be authorized to bind the organization they represent ### 3. Account Creation and Security - Username/password obligations - User responsibility for account security and all activity under the account - Obligation to notify operator of unauthorized access - Operator's right to suspend or terminate accounts for: - Violation of these Terms - Fraudulent or illegal conduct - Risk of harm to users, operator, or third parties - Regulatory requirement ### 4. Acceptable Use Prohibited conduct: - Any illegal, fraudulent, or harmful use - Infringement of third-party IP - Posting of prohibited content (define: hate speech, harassment, spam, malware, child exploitation material) - Circumventing access controls or security features - Commercial use of the service without authorization (for B2C products that prohibit API scraping) - Reverse engineering, decompiling, or extracting source code (subject to applicable law limitations on this prohibition) ### 5. User Content If the service allows users to post, upload, or submit content: - **License grant to operator**: "By posting content, you grant [Operator] a worldwide, royalty-free, sub-licensable, perpetual [or: for the duration of your account] license to use, reproduce, modify, display, distribute, and publish your content for the purposes of operating and promoting the Service." - **Retention of ownership**: "You retain ownership of your content subject to the above license." - **Representations**: User warrants that: (a) they own or have the right to grant this license; (b) the content does not infringe any third party's rights; (c) the content does not violate these Terms - **Takedown**: operator may remove content that violates these Terms or applicable law; see also [[draft-takedown-dmca]] for the DMCA counter-notice process ### 6. Intellectual Property - **Operator's IP**: service, software, design, trademarks, and all other IP are owned by the operator (or its licensors); no license except to use the service as permitted by these Terms - **Feedback**: if users submit feedback or suggestions, operator has a royalty-free license to use feedback without restriction (avoids a user claiming ownership of a feature idea) - **Restrictions**: users may not: (a) sublicense access to the service; (b) use operator's trademarks without written permission; (c) remove copyright or proprietary notices ### 7. Payment and Subscriptions (if applicable) - **Pricing**: current pricing available at [pricing page]; operator may change pricing with [30-day] notice - **Billing cycle**: monthly/annual; payment by [accepted payment methods] - **Auto-renewal**: subscriptions auto-renew unless cancelled before the renewal date; renewal notice must be sent in advance (specific requirements in EU, US states) - **Refunds**: state the refund policy clearly; B2C platforms in EU have a 14-day withdrawal right for distance contracts that may apply to digital services depending on the service type and whether the user has consented to immediate performance - **Taxes**: user is responsible for applicable taxes; operator adds VAT/GST where required by law - **Failed payments**: service may be suspended on failed payment after [X] days ### 8. Disclaimers - **"AS IS" / "AS AVAILABLE"**: the service is provided without warranties, express or implied, to the maximum extent permitted by applicable law - **Disclaim**: merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness of information - **Note on consumer law**: in EU and UK, implied terms in consumer contracts (satisfactory quality, fitness for purpose) cannot be fully disclaimed; the disclaimer applies only to the extent permitted by law — say this explicitly to avoid the entire disclaimer being void ### 9. Limitation of Liability - **Cap**: operator's liability is limited to the greater of: (a) the amount the user paid in the 12 months preceding the claim, or (b) [USD 100 / EUR 100] - **Excluded losses**: in no event is operator liable for: indirect, incidental, consequential, special, or punitive damages; loss of revenue, data, goodwill, or business; even if advised of the possibility of such damages - **Consumer law carve-out**: nothing limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law (EU / UK mandatory) - **Mutual limitation (for B2B)**: apply the same cap to user's liability to the operator ### 10. Indemnification (B2B or for breach-related claims in B2C) User indemnifies operator against third-party claims arising from: - User's violation of these Terms - User's content (IP infringement, defamation) - User's use of the service in violation of applicable law For B2C: indemnification clauses are generally unenforceable in EU consumer contracts; limit to cases where the consumer has acted illegally or outside the scope of the ToS. ### 11. Termination - **By operator**: with notice (30 days) or immediately for material breach - **By user**: by closing account at any time - **Effect**: surviving obligations (IP ownership, confidentiality, dispute resolution, limitation of liability, indemnification) continue after termination - **Data on termination**: state clearly what happens to user data after termination; cross-reference Privacy Policy ### 12. Modification of Terms - Operator may modify the ToS at any time with [30-day] advance notice (by email or in-app notification) - Continued use after the effective date of modified terms constitutes acceptance - For material changes, consider requiring active re-acceptance (click-through) rather than passive consent; some jurisdictions may require this for significant changes ### 13. Governing Law and Forum State the governing law and the exclusive forum (court or arbitration) for disputes. **Key conflicts with consumer law:** | Jurisdiction | Issue | Rule | |---|---|---| | EU | Forum selection and governing law | Consumer may always sue in the courts of their habitual residence; EU law governs consumer contracts with EU users regardless of forum selection | | UK | Same post-Brexit | UK Consumer Rights Act; courts of England/Wales or user's local courts | | US — California | Arbitration with class-action waiver | Enforceable if properly drafted (AAA / JAMS rules, opt-out right, cost allocation); see CFPB rules | | US — other states | Varies | Some states restrict arbitration clauses for consumer contracts | | MENA | Less developed consumer overlay | UAE Federal Law 4/2022 on consumer protection; KSA Consumer Protection Law — specific B2C protections increasingly enforced | ### 14. Dispute Resolution **Option A — Courts (B2B or simple B2C)**: exclusive jurisdiction of [courts]; waiver of jury trial (US) **Option B — Arbitration (US B2C)**: disputes resolved by binding arbitration under [AAA Consumer Rules / JAMS]; individual claims only (no class arbitration); small claims court exception; 30-day opt-out right from arbitration clause for new users; operator pays arbitration fees above [X]; operator cannot require users to travel to a distant location for hearings ### 15. Contact - Company name, address, email for legal notices - Separate contact for DMCA/copyright: DMCA designated agent - Separate contact for data privacy inquiries (link to Privacy Policy) ## Jurisdiction-Specific Sections to Add ### EU / UK — Consumer Rights Add a section on statutory rights: "Nothing in these Terms affects your statutory rights as a consumer. If you are located in the EU or UK, you may have additional rights under local consumer protection laws." ### EU — Right of Withdrawal For certain digital content / services: "If you are a consumer in the EU, you have a 14-day right to withdraw from these Terms after conclusion of the contract, unless you have consented to immediate performance of the digital content / service and acknowledged that your right of withdrawal will be lost. By clicking 'Start using [Service]' you provide this consent and acknowledgment." ### US — California Residents Add a California-specific section: California Consumer Privacy Act rights; do-not-sell; Shine the Light Act (if applicable); specific arbitration language. ### MENA — UAE UAE Federal Law 4/2022 on Consumer Protection applies to all consumer-facing products offered in the UAE (whether operator is onshore or offshore to the extent they target UAE users). Key requirements: transparent pricing, no hidden charges, right to information in Arabic, specific protections for digital services. ## Common Mistakes - **One ToS for all jurisdictions** — EU consumers cannot waive statutory rights; a US-style ToS full of unenforceable provisions damages trust and may be struck down - **No auto-renewal disclosure** — CCPA (US), EU e-Commerce Directive, and UK consumer regulations all require specific auto-renewal disclosures; courts and regulators take enforcement action - **UGC license perpetual without user benefit** — "royalty-free, perpetual, irrevocable" license to all user content is standard but sometimes overbroad; consider a term-limited license (for the duration of the user's account plus [6 months]) for user-generated personal content - **Limitation of liability incompatible with EU consumer law** — if you disclaim all consequential loss for consumer-facing digital services without a carve-out for statutory minimums, the entire limitation clause may be void in the EU - **Missing DMCA agent** — for US-accessible platforms, designate a DMCA agent with the US Copyright Office ## Related skills - [[draft-privacy-policy]] - [[draft-cookie-policy]] - [[draft-saas-agreement]] - [[review-tos-platform]]