Terms of Service — Subscription & Negative Option Compliance

TERMS OF SERVICE — SUBSCRIPTION & NEGATIVE OPTION COMPLIANCE

Company: [________________________________] ("Company," "we," "us," "our")
Effective Date: [__/__/____]
Last Updated: [__/__/____]
Version: [____]

TABLE OF CONTENTS

1. Acceptance of Terms
2. Key Subscription Disclosures (Summary Box)
3. Subscription Plans
4. Free Trials and Promotional Offers
5. Billing, Automatic Renewal, and Price Changes
6. Cancellation Rights and Procedures
7. Refund Policy
8. Account Requirements
9. Delivery of Services/Goods
10. Restrictions and Acceptable Use
11. Intellectual Property
12. Disclaimers and Limitation of Liability
13. Indemnification
14. Dispute Resolution
15. Governing Law
16. Communications and Consent
17. Changes to These Terms
18. Contact Us
19. State-Specific Automatic Renewal Disclosures
20. Annexes

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") govern your purchase of subscriptions, memberships, or other recurring services from [________________________________] ("Company"). By enrolling in a subscription plan, placing an order, or clicking "I Agree" / "Subscribe" / "Start Trial," you agree to be bound by these Terms and our [Privacy Policy].

If you do not agree to these Terms, do not subscribe or use our services.

2. KEY SUBSCRIPTION DISCLOSURES (SUMMARY BOX)

Pursuant to ROSCA (15 U.S.C. § 8403), state automatic renewal laws, and FTC guidance, the following material terms are disclosed clearly and conspicuously before you are charged:

By proceeding, you acknowledge that you have read and understand the above disclosures, including that your subscription will automatically renew and you will be charged the applicable renewal fee unless you cancel.

☐ I agree to the subscription terms above (affirmative consent mechanism)

3. SUBSCRIPTION PLANS

3.1 Available Plans

3.2 Plan Changes

You may upgrade or downgrade your plan at any time through your account settings. Plan changes take effect [immediately / at next billing cycle]. Price differences will be [prorated / applied at next billing cycle].

4. FREE TRIALS AND PROMOTIONAL OFFERS

4.1 Free Trials

If you enroll in a free trial:

☐ You will not be charged during the trial period of [____] days
☐ You must provide valid payment information at enrollment
☐ You must cancel before the trial ends to avoid being charged. If you do not cancel, your subscription will automatically convert to a paid plan at $[____] per [month/year]
☐ We will send a reminder notification [____] days before the trial expires
☐ Each person is eligible for one free trial per 12-month period

4.2 Introductory/Promotional Pricing

☐ Promotional rates apply only for the stated promotional period: [____] [months/year]
☐ After the promotional period, your subscription will automatically renew at the then-current standard price of $[____] per [month/year]
☐ We will notify you of the transition to standard pricing at least [____] days before the promotional period ends

4.3 Promotional Items

If promotional items (physical goods, credits, bonus content) are provided with your subscription:
☐ You may be required to return promotional items if you cancel during the minimum commitment period
☐ Terms and conditions for promotional items are described in the applicable offer terms

5. BILLING, AUTOMATIC RENEWAL, AND PRICE CHANGES

5.1 Automatic Renewal (Negative Option)

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW at the then-current rate on each renewal date until you cancel. By subscribing, you authorize the Company to charge your payment method on file for the applicable recurring fees, taxes, and any other charges.

For an Internet transaction, this automatic renewal may be a "negative option" feature governed by ROSCA (15 U.S.C. § 8403). The current 16 CFR Part 425 separately covers only qualifying prenotification plans for goods. The enrollment flow must obtain any consent required by applicable federal and state law; a statement in terms alone may not establish informed consent under the facts.

5.2 Billing Authorization

You authorize us to:
☐ Charge the payment method on file for recurring subscription fees
☐ Charge applicable taxes and fees
☐ Attempt to recharge a declined payment method within [____] days
☐ Update payment information through card network account updater services (if available)

5.3 Price Changes

☐ We will provide at least [____] days' advance written notice before any price increase
☐ Notice will be sent via [email / account notification / both]
☐ You may cancel before the price increase takes effect
☐ Continued use after the effective date of a price increase constitutes acceptance
☐ For California subscribers: price increase notice will comply with Cal. Bus. & Prof. Code § 17602(a)(2)

5.4 Declined Payments

If your payment is declined:
☐ We will attempt to recharge your payment method [____] time(s) over [____] days
☐ We may send payment failure notifications via [email / SMS / push notification]
☐ We may suspend access until payment is received
☐ We may cancel your subscription if payment cannot be collected after [____] days

6. CANCELLATION RIGHTS AND PROCEDURES

6.1 Easy Cancellation

You may cancel your subscription at any time through any of the following methods:

Federal-rule status: The Eighth Circuit vacated the FTC's 2024 broad negative-option amendments on July 8, 2025. ROSCA still requires a simple mechanism to stop recurring charges for covered Internet transactions, but it does not state the vacated rule's universal “at least as easy as enrollment” standard. We provide frictionless digital cancellation as a best practice and where applicable state law requires it.

6.2 Cancellation Effective Date

☐ Cancellation is effective immediately upon processing
☐ You will retain access to the service through the end of your current paid billing period
☐ No additional charges will be applied after cancellation is confirmed

6.3 Cancellation Confirmation

Upon cancellation, you will receive:
☐ An immediate on-screen confirmation
☐ A confirmation email to the address on file within [____] hours
☐ The confirmation will include: effective date, end of access date, and refund information (if applicable)

6.4 Retention Offers

☐ We may present optional retention offers (discounts, plan modifications) during the cancellation process
☐ Retention offers are optional — you may decline and proceed with cancellation without additional steps
☐ We will not impose additional barriers, require additional disclosures, or add friction to complete cancellation
☐ If you accept a retention offer, you will receive confirmation of the new terms

7. REFUND POLICY

7.1 Standard Refund Policy

7.2 Refund Processing

☐ Refunds processed to the original payment method within [____] business days
☐ Refund requests may be submitted through [________________________________]

8. ACCOUNT REQUIREMENTS

☐ You must provide accurate, complete, and current account information
☐ You must update account information promptly if it changes
☐ You are responsible for maintaining the confidentiality of login credentials
☐ You must notify us immediately of unauthorized use or security breaches
☐ You are responsible for all activity under your account

9. DELIVERY OF SERVICES/GOODS

9.1 Digital Services

☐ Access to digital services is provided immediately upon subscription activation (or trial start)
☐ Service availability: [____]% uptime target

9.2 Physical Goods (If Applicable)

☐ Shipping schedules: [________________________________]
☐ Shipping costs: [________________________________]
☐ Lost shipment policy: [________________________________]
☐ Device/hardware return policy: [________________________________]

10. RESTRICTIONS AND ACCEPTABLE USE

You agree not to:
☐ Resell, redistribute, or sublicense the subscription services
☐ Use the services for unlawful purposes
☐ Reverse engineer, decompile, or disassemble any software
☐ Scrape, harvest, or collect data from the services
☐ Share account credentials with unauthorized persons
☐ Circumvent technical protection measures

11. INTELLECTUAL PROPERTY

☐ All content, trademarks, logos, and software are owned by or licensed to the Company
☐ Your subscription grants a limited, non-exclusive, non-transferable license to use the services for personal/business purposes during your subscription term
☐ User-generated content: [________________________________]

12. DISCLAIMERS AND LIMITATION OF LIABILITY

12.1 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE [____] MONTHS PRECEDING THE CLAIM.

12.3 THIS LIMITATION DOES NOT APPLY TO LIABILITY FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, FRAUD, OR STATUTORY OBLIGATIONS THAT CANNOT BE LIMITED BY LAW.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your: (a) violation of these Terms; (b) misuse of the services; or (c) infringement of third-party rights.

14. DISPUTE RESOLUTION

14.1 Informal Resolution

Before initiating formal proceedings, you agree to contact us at [________________________________] and attempt to resolve the dispute informally for at least [____] days.

14.2 Arbitration (If Applicable)

☐ [OPTIONAL: Include binding arbitration clause with class action waiver]
☐ Arbitration administered by [________________________________] under [________________________________] rules
☐ Small claims court carve-out: disputes within the jurisdictional limit of small claims court may be filed in small claims court
☐ Opt-out: you may opt out of arbitration by sending written notice to [________________________________] within [____] days of first accepting these Terms

14.3 Class Action Waiver

☐ [OPTIONAL: You and the Company each waive the right to pursue claims on a class, representative, or consolidated basis]

15. GOVERNING LAW

These Terms are governed by the laws of the State of [________________________________], without regard to conflict of law principles. State-specific disclosures in Section 19 apply to residents of the respective states.

16. COMMUNICATIONS AND CONSENT

16.1 Transactional Communications

You consent to receive transactional communications (order confirmations, billing notices, account alerts, renewal reminders) via email and/or SMS.

16.2 Marketing Communications

☐ Marketing emails comply with CAN-SPAM Act (15 U.S.C. § 7701): clear identification, physical address, opt-out mechanism processed within 10 business days
☐ Marketing SMS/calls comply with TCPA (47 U.S.C. § 227) and applicable state telemarketing laws
☐ Opt-out: unsubscribe via link in email, STOP for SMS, or contact [________________________________]

17. CHANGES TO THESE TERMS

☐ We may update these Terms with at least [____] days' notice via email or account notification
☐ Material changes will be highlighted and require acknowledgment
☐ Continued use after the effective date constitutes acceptance
☐ You may cancel if you do not agree to the updated Terms

18. CONTACT US

19. STATE-SPECIFIC AUTOMATIC RENEWAL DISCLOSURES

19.1 California (Cal. Bus. & Prof. Code § 17600 et seq.)

California Automatic Renewal Law (ARL) Disclosures:

☐ Clear and conspicuous disclosure of automatic renewal terms before charging
☐ Affirmative consent obtained before charging (separate from general ToS acceptance)
☐ Acknowledgment provided after enrollment containing: automatic renewal terms, cancellation policy, and information on how to cancel (§ 17602(a))
☐ Cancellation available via a toll-free telephone number, email, or another mechanism described in the acknowledgment (§ 17602(c))
☐ Free trial/introductory offers: if the offer includes automatic renewal at a higher price, the price change must be disclosed and consumer must affirmatively consent (§ 17602(a)(2))
☐ Annual reminder: for automatic renewals involving material goods, send a reminder notice between 15 and 45 days before the renewal date (§ 17602(b))

19.2 New York (N.Y. Gen. Bus. Law § 527-a)

☐ Clear and conspicuous disclosure of automatic renewal terms
☐ Affirmative consent before automatic renewal
☐ Easy-to-use cancellation mechanism
☐ Acknowledge receipt of cancellation request in a timely manner

19.3 Illinois (815 ILCS 601 — Automatic Contract Renewal Act)

☐ Clear and conspicuous disclosure of automatic renewal clause
☐ Disclosure must appear in the contract and at least 30 days before renewal
☐ Written or electronic acknowledgment of consent from consumer

19.4 Vermont (9 V.S.A. § 2454a)

☐ Written notice of automatic renewal at least 30 days before renewal date
☐ Notice must include: renewal date, renewal terms, cancellation instructions

19.5 Oregon (ORS § 646A.295)

☐ Written disclosure of automatic renewal terms
☐ Consumer must affirmatively consent
☐ Easy method to cancel

19.6 Additional States

[Monitor and add state-specific disclosures as new automatic renewal laws are enacted. States with active or pending automatic renewal legislation include Virginia, Florida, and Washington.]

20. ANNEXES

Annex A: Cancellation Flow Narrative

Annex B: Renewal Reminder Templates

Trial Expiration Reminder (sent [____] days before trial ends):

Subject: Your free trial ends on [DATE]

Hi [NAME],

Your free trial of [PLAN NAME] ends on [DATE]. After that, your subscription will automatically renew at $[PRICE] per [PERIOD]. If you wish to cancel, visit [CANCEL LINK] or contact us at [SUPPORT CONTACT] before [DATE].

Annual Renewal Reminder (sent [____] days before renewal):

Subject: Your subscription renews on [DATE]

Hi [NAME],

Your [PLAN NAME] subscription will automatically renew on [DATE] at $[PRICE]. If you wish to cancel or modify your plan, visit [ACCOUNT LINK] before [DATE].

Price Increase Notice (sent [____] days before increase):

Subject: Update to your subscription pricing

Hi [NAME],

Starting [DATE], your [PLAN NAME] subscription will be $[NEW PRICE] per [PERIOD] (previously $[OLD PRICE]). You may cancel at any time before [DATE] at [CANCEL LINK]. If you continue your subscription after [DATE], the new price will apply.

Annex C: State-Specific Automatic Renewal Summary Table

SOURCES AND REFERENCES

• FTC Prenotification Negative Option Rule, 16 CFR § 425.1
• ROSCA, 15 U.S.C. § 8401 et seq.
• Custom Communications, Inc. v. FTC, No. 24-3137 (8th Cir. July 8, 2025) (2024 Part 425 amendments vacated)
• FTC Act, 15 U.S.C. § 45
• California ARL, Cal. Bus. & Prof. Code § 17600 et seq.
• N.Y. Gen. Bus. Law § 527-a
• Illinois Automatic Contract Renewal Act, 815 ILCS 601
• Vermont, 9 V.S.A. § 2454a
• Oregon, ORS § 646A.295
• CAN-SPAM Act, 15 U.S.C. § 7701
• TCPA, 47 U.S.C. § 227

This template is provided for informational purposes only and does not constitute legal advice. Consult qualified legal counsel before use.