SaaS Terms of Service
SaaS founders and software companies launching a product who need enforceable terms governing user accounts, payments, data handling, and liability.
SaaS terms of service are the legal backbone of any software product. They define the rules users agree to when they sign up, what you are responsible for, and — critically — what you are not responsible for. If you are launching a SaaS product without terms of service, you are exposing yourself to unlimited liability from day one.
This template is designed for B2B and B2C SaaS products. It covers the essential clauses that protect both you and your users. Customize the bracketed placeholders to match your product, pricing, and business model.
Key Clauses Explained
Account Terms — Establishes that users must provide accurate information, are responsible for their account security, and must be of legal age. This is your first line of defense against fraudulent accounts and underage users.
Acceptable Use — Defines what users cannot do with your product. This protects you from users who abuse your platform for spam, illegal activity, or attacks on your infrastructure. Without this, you have limited grounds to terminate bad actors.
Payment — Covers billing cycles, pricing changes, taxes, and what happens when a payment fails. For SaaS, this typically means recurring subscriptions with automatic renewal. Be explicit about how and when you can change prices.
Refund Policy — States whether refunds are available and under what conditions. Many SaaS products offer no refunds on subscription fees but may prorate cancellations. Whatever your policy, state it clearly to avoid chargebacks and disputes.
IP Rights — Clarifies that you own the software and the user owns their data. This is essential. Users need to know they can export their data. You need to know nobody is going to clone your product and claim they own it.
Data Privacy — References your privacy policy and establishes your data handling commitments. With GDPR, CCPA, and other regulations, this clause connects your ToS to your compliance obligations. It is not a substitute for a standalone privacy policy.
Limitation of Liability — Caps your financial exposure. Without this clause, a single lawsuit could bankrupt your company. Typically, liability is limited to the fees the user paid in the prior 12 months. This is the most important clause for your business.
Indemnification — Requires users to cover your legal costs if their use of your product causes a third-party claim against you. For example, if a user uploads copyrighted content and you get sued, the user bears the cost.
Termination — Defines how either party can end the relationship, what happens to data after termination, and any survival clauses. Users should be able to leave. You should be able to remove bad actors.
Modifications — Reserves your right to update the terms and explains how users will be notified. Courts have upheld "continued use equals acceptance" when reasonable notice is provided.
Governing Law — Specifies which jurisdiction's laws apply and where disputes will be resolved. This prevents users from suing you in any jurisdiction they choose.
Red Flags to Watch For
- No limitation of liability — If a SaaS ToS does not cap the provider's liability, the company either has not consulted a lawyer or is hiding something.
- Broad IP assignment — Watch for language that grants the provider rights to your data beyond what is needed to operate the service. "Worldwide, perpetual, irrevocable license" to user content is a red flag unless narrowly scoped.
- No data export or portability — If you cannot get your data out, you are locked in. Good ToS include data export provisions.
- Unilateral price increases without notice — The provider should be required to give advance notice (30 days minimum) of pricing changes.
- Auto-renewal without clear cancellation — Subscription traps are both unethical and increasingly illegal. Look for clear cancellation procedures.
- Forced arbitration with class action waiver — Common in consumer SaaS but increasingly scrutinized by courts and regulators.
Templates are starting points. Your actual contract will have different terms.
Customize this template, then upload it to Clausely to catch issues a template can't predict.
Analyze My Contract →Full Template Text
SaaS Terms of Service
[COMPANY NAME] — Terms of Service
Last Updated: [DATE]
These Terms of Service ("Terms") govern your access to and use of the [PRODUCT NAME] platform, website, and services (collectively, the "Service") operated by [COMPANY LEGAL NAME], a [STATE] [ENTITY TYPE] ("Company," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms.
1. Account Terms
(a) Eligibility. You must be at least [18] years old and capable of forming a binding contract to use the Service. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
(b) Account Registration. You must provide accurate, complete, and current information during registration. You are responsible for maintaining the confidentiality of your account credentials.
(c) Account Security. You are responsible for all activity that occurs under your account. You must notify us immediately at [SUPPORT EMAIL] if you suspect unauthorized access.
(d) One Person Per Account. Accounts are for individual use unless you have a team or enterprise plan. Sharing login credentials across multiple people is not permitted on individual plans.
2. Acceptable Use
You agree not to:
(a) Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
(b) Upload, transmit, or distribute any content that is infringing, defamatory, obscene, or harmful;
(c) Attempt to gain unauthorized access to the Service, other accounts, or any related systems or networks;
(d) Interfere with or disrupt the integrity or performance of the Service;
(e) Use the Service to send spam, unsolicited communications, or automated queries in excess of reasonable use;
(f) Reverse engineer, decompile, or disassemble any aspect of the Service;
(g) Resell, sublicense, or redistribute the Service without our prior written consent.
We reserve the right to suspend or terminate accounts that violate these terms without prior notice.
3. Payment
(a) Fees. Access to [PAID FEATURES/THE SERVICE] requires a paid subscription. Fees are listed on our pricing page at [PRICING URL] and are subject to change with [30] days' notice.
(b) Billing Cycle. Subscriptions are billed [MONTHLY/ANNUALLY] in advance. All fees are quoted in [USD] and are exclusive of applicable taxes.
(c) Automatic Renewal. Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date through your account settings at [ACCOUNT SETTINGS URL].
(d) Failed Payments. If a payment fails, we will attempt to charge your payment method [NUMBER] additional times over [NUMBER] days. If payment remains unsuccessful, your account may be downgraded or suspended.
(e) Taxes. You are responsible for all applicable taxes. If we are required to collect taxes, they will be added to your invoice.
4. Refund Policy
(a) [OPTION A: NO REFUNDS] All fees are non-refundable. If you cancel your subscription, you will retain access to the Service through the end of your current billing period.
(b) [OPTION B: PRO-RATED REFUNDS] If you cancel within [NUMBER] days of your initial purchase, you may request a full refund by contacting [SUPPORT EMAIL]. After the refund window, cancellations are effective at the end of the current billing period with no refund for the remaining term.
5. Intellectual Property Rights
(a) Our IP. The Service, including all software, design, text, graphics, and other content created by us, is owned by [COMPANY NAME] and protected by intellectual property laws. These Terms do not grant you any ownership rights in the Service.
(b) Your Data. You retain all rights to the data, content, and materials you upload to or create using the Service ("Your Data"). We do not claim ownership of Your Data.
(c) License to Us. You grant us a limited, non-exclusive license to host, store, process, and display Your Data solely to provide and improve the Service. This license terminates when you delete Your Data or close your account.
(d) Feedback. If you provide suggestions, ideas, or feedback about the Service, we may use them without obligation to you.
6. Data Privacy
(a) Our collection and use of personal information is governed by our Privacy Policy, available at [PRIVACY POLICY URL], which is incorporated into these Terms by reference.
(b) We implement commercially reasonable security measures to protect Your Data. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security.
(c) Data Export. You may export Your Data at any time through [EXPORT METHOD — e.g., "the export feature in your account settings" or "by contacting support at [SUPPORT EMAIL]"].
(d) Data Processing. If you are subject to GDPR, CCPA, or similar data protection regulations, our Data Processing Agreement (available at [DPA URL]) applies to our processing of personal data on your behalf.
7. Limitation of Liability
(a) Disclaimer. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
(b) Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, [COMPANY NAME]'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE [12] MONTHS PRECEDING THE CLAIM.
(c) Exclusion of Damages. IN NO EVENT SHALL [COMPANY NAME] BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.
(d) Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
8. Indemnification
You agree to indemnify, defend, and hold harmless [COMPANY NAME], its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) Your Data.
9. Termination
(a) By You. You may cancel your account at any time through your account settings or by contacting [SUPPORT EMAIL]. Cancellation takes effect at the end of your current billing period.
(b) By Us. We may suspend or terminate your account immediately if you breach these Terms, fail to pay fees, or engage in conduct that we reasonably believe is harmful to the Service or other users.
(c) Effect of Termination. Upon termination, your right to access the Service ceases. We will retain Your Data for [30] days after termination, during which you may request an export. After that period, we may delete Your Data permanently.
(d) Survival. Sections 5, 7, 8, and 11 shall survive termination of these Terms.
10. Modifications to Terms
We may update these Terms from time to time. We will notify you of material changes by [EMAIL/IN-APP NOTIFICATION/POSTING ON OUR WEBSITE] at least [30] days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree with the changes, you must stop using the Service and cancel your account.
11. Governing Law and Disputes
(a) These Terms shall be governed by the laws of the State of [STATE], without regard to conflict of law provisions.
(b) Any dispute arising under these Terms shall be resolved exclusively in the [state/federal] courts located in [COUNTY, STATE], and you consent to personal jurisdiction in such courts.
(c) [OPTIONAL: ARBITRATION] Alternatively, either party may elect to resolve any dispute through binding arbitration administered by [ARBITRATION BODY] in [CITY, STATE], in accordance with its then-current rules.
12. General Provisions
(a) Entire Agreement. These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between you and [COMPANY NAME].
(b) Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
(c) Waiver. Our failure to enforce any right or provision does not constitute a waiver.
(d) Assignment. You may not assign these Terms without our consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
Contact: [COMPANY NAME], [ADDRESS], [SUPPORT EMAIL]
This is a starting point — not legal advice. Upload any contract to Clausely for instant AI analysis.
Got a contract to review?
Upload it and get a full AI risk analysis in under a minute.
Analyze My Contract