TERMS OF SERVICE
(Comprehensive Website Agreement)
[// GUIDANCE: This template is intentionally broad to accommodate most online platforms. Customize bracketed placeholders and optional provisions to align with your client’s business model, target jurisdictions, and risk tolerance.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Parties. This Terms of Service Agreement (the “Agreement”) is entered into by and between [LEGAL NAME OF PLATFORM OPERATOR], a [jurisdiction & entity type] (“Company”), and the individual or entity accessing or using the Website and/or Services (“User”).
1.2 Effective Date. This Agreement is effective as of the earlier of: (i) the date User clicks “I Agree,” “Accept,” or a comparable assent mechanism; or (ii) the date User first accesses the Website (the “Effective Date”).
1.3 Recitals.
WHEREAS, Company owns, operates, or controls the website located at [URL] and related online services (collectively, the “Website” or “Services”); and
WHEREAS, User desires to access and/or use the Website subject to the terms and conditions herein;
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.
2. DEFINITIONS
[// GUIDANCE: Add, remove, or revise defined terms to match the platform’s functionality.]
“Account” means the personalized access credentials issued to User for use of the Website.
“Affiliate” means, with respect to a party, any entity controlling, controlled by, or under common control with that party.
“Applicable Law” means any domestic or foreign federal, state, provincial, municipal, or local statute, law, regulation, ordinance, or rule now in force or hereafter in effect that is applicable to a party or this Agreement.
“Content” means text, graphics, images, software, audio, video, and all other forms of data or communication posted, uploaded, transmitted, or otherwise made available on the Website.
“Intellectual Property Rights” means all current and future worldwide rights under patent, copyright, trademark, trade secret, moral rights, and other similar rights.
“Platform Content” means all Content provided or made available by Company or its licensors.
“User Content” means Content submitted, posted, or otherwise provided by User.
3. OPERATIVE PROVISIONS
3.1 License Grant. Subject to User’s compliance with this Agreement, Company grants User a limited, non-exclusive, non-transferable, revocable license to access and use the Website for lawful purposes.
3.2 Eligibility. User represents that User is at least [18] years of age and has full legal capacity.
3.3 Account Security. User is solely responsible for (i) maintaining the confidentiality of Account credentials; and (ii) all activities conducted through User’s Account. Company may suspend or terminate any Account upon reasonable suspicion of unauthorized use.
3.4 Acceptable Use. User shall not:
a) violate Applicable Law;
b) infringe Intellectual Property Rights;
c) introduce malicious code;
d) engage in data scraping, harvesting, or similar activities;
e) interfere with or disrupt the Website’s functionality; or
f) attempt to circumvent security measures.
3.5 Fees & Payment. [IF APPLICABLE] User shall pay all fees specified at checkout or otherwise agreed in writing. Late payments bear interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law.
3.6 Modifications to Services. Company reserves the right to modify or discontinue the Website or any feature thereof at any time with or without notice, provided that material changes to paid Services will be accompanied by reasonable advance notice or pro-rated refunds at Company’s discretion.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual. Each party represents and warrants that:
a) it has full power and authority to enter into this Agreement; and
b) its performance will not violate any agreement or Applicable Law.
4.2 Company Limited Warranty. Company warrants that it will provide the Services in a professional and workmanlike manner.
4.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.2, THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
4.4 Survival. The representations and warranties in this Section survive termination of the Agreement for a period of twelve (12) months.
5. COVENANTS & RESTRICTIONS
5.1 Compliance. User shall comply with all Applicable Law, including export control and sanctions regulations.
5.2 Cooperation. User shall promptly provide information and cooperation reasonably requested by Company to verify compliance with this Agreement.
5.3 Feedback. User hereby grants Company an irrevocable, worldwide, royalty-free license to use, reproduce, and otherwise exploit any feedback provided by User for any lawful purpose.
6. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute “Events of Default”:
a) User’s breach of Section 3 (Operative Provisions) or Section 5 (Covenants & Restrictions);
b) Non-payment of any undisputed fees within fifteen (15) days after written notice;
c) User’s insolvency or bankruptcy filing.
6.2 Notice & Cure. Company shall provide written notice of default. If the default is curable, User shall have ten (10) days to cure.
6.3 Remedies. Upon an Event of Default:
a) Company may suspend or terminate User’s access;
b) Company may seek all available legal or equitable remedies, including injunctive relief; and
c) User shall reimburse Company for reasonable attorney fees and costs incurred in enforcement.
7. RISK ALLOCATION
7.1 Indemnification by User. User shall indemnify, defend, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, and agents (“Indemnitees”) from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to:
a) User Content;
b) User’s breach of this Agreement; or
c) User’s violation of Applicable Law.
7.2 Procedures. Indemnitees shall: (i) promptly notify User of any claim; (ii) allow User to control the defense and settlement (subject to Indemnitees’ consent for any settlement imposing non-monetary obligations); and (iii) reasonably cooperate at User’s expense.
7.3 Limitation of Liability.
a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNTS PAID BY USER TO COMPANY DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (ii) USD $100.
b) IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES.
c) THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.
7.4 Force Majeure. Neither party shall be liable for delays or failures to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or Internet outages, provided the affected party gives prompt notice and resumes performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and any dispute hereunder shall be governed by and construed in accordance with the laws of [CHOSEN STATE/COUNTRY], without regard to its conflict-of-laws principles.
8.2 Exclusive Jurisdiction. Subject to Section 8.3 (Arbitration), the parties irrevocably submit to the exclusive jurisdiction and venue of the state or federal courts located in [COUNTY, STATE/COUNTRY] for any action not subject to arbitration.
8.3 Mandatory Arbitration.
a) Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by [ARBITRATION ADMINISTRATOR] in accordance with its rules then in effect.
b) The seat of arbitration shall be [CITY, STATE/COUNTRY]. The language shall be English.
c) Judgment on the award may be entered in any court of competent jurisdiction.
d) The parties acknowledge that the Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of this clause.
8.4 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.
8.5 Injunctive Relief. Nothing in this Agreement shall limit a party’s right to seek equitable relief, including temporary restraining orders or preliminary injunctions, to prevent actual or threatened infringement, misappropriation, or breach of confidentiality.
9. GENERAL PROVISIONS
9.1 Amendments. Company may amend this Agreement by posting an updated version on the Website and indicating the “Last Updated” date. Continued use of the Website after the effective date of an amendment constitutes acceptance.
9.2 Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.
9.3 Assignment. User may not assign or delegate any rights or obligations under this Agreement without Company’s prior written consent. Company may assign this Agreement in whole or in part without notice.
9.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid, enforceable provision that most closely reflects the parties’ original intent.
9.5 Entire Agreement. This Agreement, together with any policies or additional terms expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings.
9.6 Electronic Signatures. The parties agree that electronic signatures or assent mechanisms constitute valid and binding execution.
9.7 Notices. All notices shall be in writing and deemed given when delivered by hand, sent by recognized overnight courier, or emailed with confirmation to:
• Company: [LEGAL NOTICE EMAIL & ADDRESS]
• User: the email address associated with User’s Account or such other address provided by User in writing.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.
[// GUIDANCE: For high-risk or high-value contracts, consider adding notarization or witness lines pursuant to governing law.]
COMPANY
By: ____
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: ________
USER
By: ____
Name: [FULL LEGAL NAME]
Title/Capacity: [IF ENTITY USER]
Date: ________
[// GUIDANCE: Include a conspicuous “I ACCEPT” button or checkbox on the Website linked directly to a PDF or HTML version of this Agreement. Maintain an auditable record (timestamp, IP address) of each User’s acceptance to bolster enforceability.]