# Clause library — copy-ready ToS clauses

Plain-language starting clauses for the ToS spine. Each carries a `> what this
shifts and toward whom` note. Fill every `[PLACEHOLDER]`. None of this is legal
advice — a licensed attorney must review before you publish or rely on it.

Conventions: `[ENTITY]` = your legal entity; `[SERVICE]` = the product name;
`[JURISDICTION]` = the state/country whose law governs; capitalized words are
defined terms used consistently throughout the agreement.

## Access / license grant

> Shifts nothing away from you; bounds what the User may do with the Service.

```text
Subject to these Terms, [ENTITY] grants you a limited, revocable,
non-exclusive, non-transferable, non-sublicensable right to access and use
[SERVICE] for your own [personal / internal business] purposes. You may not
resell, copy, or create derivative works from [SERVICE] except as these Terms
allow.
```

For installed software (EULA), replace "access and use" with "install and use
one copy of" and add the platform/seat limit in `[LICENSE SCOPE]`.

## User content + license-back

> You keep nothing of the User's ownership; the User grants you the operating
> license you need to actually run the Service on their content.

```text
You retain ownership of content you submit to [SERVICE] ("Your Content"). You
grant [ENTITY] a worldwide, non-exclusive, royalty-free license to host, store,
reproduce, display, and transmit Your Content solely to operate and improve
[SERVICE] and as you direct through its features. This license ends when you
delete Your Content or close your account, except for [backups retained for
[N] days] and content others have already shared.
```

## AI input/output ownership + accuracy disclaimer

> Allocates AI input/output rights to the User where you can, and shifts the
> risk of relying on AI output back onto the User.

```text
"Inputs" are the prompts and data you submit to the AI features; "Outputs" are
the content those features generate for you. As between you and [ENTITY], you
own your Inputs and, to the extent permitted by law, [ENTITY] assigns to you its
rights in the Outputs generated for you. You are responsible for your use of
Outputs.

OUTPUTS ARE GENERATED AUTOMATICALLY, MAY BE INACCURATE OR INCOMPLETE, AND ARE
NOT PROFESSIONAL ADVICE. DO NOT RELY ON OUTPUTS FOR LEGAL, MEDICAL, FINANCIAL,
EMPLOYMENT, OR OTHER REGULATED DECISIONS WITHOUT INDEPENDENT PROFESSIONAL REVIEW.

You may not use the AI features to (a) reverse-engineer, extract, or replicate
the underlying models, or (b) generate content prohibited by the Acceptable Use
Policy.
```

## Limitation of liability (the cap)

> Shifts most downside risk onto the User by capping your exposure — except the
> harms courts will not let you waive.

```text
TO THE FULLEST EXTENT PERMITTED BY LAW, [ENTITY]'S TOTAL AGGREGATE LIABILITY
ARISING OUT OF OR RELATING TO THESE TERMS OR [SERVICE] WILL NOT EXCEED THE
GREATER OF (A) THE FEES YOU PAID TO [ENTITY] IN THE [3 TO 12] MONTHS BEFORE THE
EVENT GIVING RISE TO THE CLAIM, OR (B) [$AMOUNT]. [ENTITY] WILL NOT BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR
FOR LOST PROFITS OR DATA.

THIS LIMITATION DOES NOT APPLY TO LIABILITY FOR GROSS NEGLIGENCE, WILLFUL
MISCONDUCT, BODILY INJURY, OR FRAUD, OR TO ANY LIABILITY THAT CANNOT BE LIMITED
UNDER APPLICABLE LAW.
```

Never write a total exclusion of *direct* damages — cap them as above. Courts
strike a clause that tries to waive direct damages entirely.

## Arbitration + 30-day opt-out + class-action waiver (consumer terms)

> Shifts dispute resolution out of court and bars class actions — enforceable
> mainly *because* of the opt-out you give the User.

```text
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.

You and [ENTITY] agree to resolve any dispute by binding individual
arbitration administered by [ARBITRATION BODY] under its rules, in
[JURISDICTION]. YOU AND [ENTITY] WAIVE THE RIGHT TO A JURY TRIAL AND TO
PARTICIPATE IN A CLASS ACTION. Arbitration is on an individual basis only.

OPT-OUT: You may opt out of this arbitration agreement within 30 days of first
accepting these Terms by sending notice to [OPT-OUT ADDRESS / EMAIL] with your
name and account. Opting out does not affect any other part of these Terms.

This section does not apply to claims you may bring in small-claims court or to
requests for injunctive relief for IP infringement.
```

## Governing law & venue

> Fixes which law applies and where disputes are heard — to your home turf.

```text
These Terms are governed by the laws of [JURISDICTION], without regard to its
conflict-of-laws rules. Subject to the arbitration section above, the exclusive
venue for any dispute is the courts located in [CITY, JURISDICTION], and you
consent to their personal jurisdiction.
```

## Modification & change notice

> Lets you update the Terms; protects you only if you actually give notice.

```text
[ENTITY] may update these Terms. For material changes, [ENTITY] will give notice
by [email / in-app notice] at least [N] days before the change takes effect and,
where required, will ask you to accept the updated Terms. Your continued use of
[SERVICE] after the effective date means you accept the updated Terms for
non-material changes.
```

## Termination & suspension

> Gives you the right to cut off a User; tells the User what happens to data.

```text
[ENTITY] may suspend or terminate your access if you breach these Terms or the
Acceptable Use Policy, or to comply with law. You may stop using [SERVICE] at
any time. On termination, your right to use [SERVICE] ends; [ENTITY] will
[delete / retain for [N] days then delete] Your Content, except as required by
law. Sections that by their nature should survive (IP, disclaimers, liability,
arbitration, governing law) survive termination.
```

## Severability

> Stops one bad clause from voiding the whole agreement.

```text
If any provision of these Terms is held unenforceable, that provision will be
limited or removed to the minimum extent necessary, and the remaining
provisions will stay in full force.
```

## Entire agreement

> Shuts down side-promises; makes the written terms the whole deal.

```text
These Terms, together with the Acceptable Use Policy and the Privacy Policy
(each incorporated by reference), are the entire agreement between you and
[ENTITY] regarding [SERVICE] and supersede any prior agreements or
understandings.
```
