[[Company Name ]] Terms of Service
Last Updated: [[ date ]]
If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.
This Agreement is between [[ Company Name ]] and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form below and (2) the Framework Terms defined below.
[Note: Check to confirm this paragraph works for your company and where your customers are located.]If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.
Cover Page
Order Form
Framework Terms: This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1, which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.
Cloud Service: [[ The Cloud Service is... ]] [Note: Write a one to two sentence description of the product and its primary functionality. For example, “Snowflake provides a cloud data warehouse for rapidly analyzing large volumes of data.”]
Order Date: [[ Effective Date ]]
Subscription Period: [[ One month ]] [Note: Some companies use a "One month" Subscription Period for products where the customer can cancel their access at any time with ~30 days cancellation notice.]
Cloud Service Fees: [Note: Use this variable to set the fees for each customer. If pricing is variable by product type or tier, consider creating a pricing page and linking to the pricing page. For example, "Certain parts of the Product have different pricing plans, which are available at Provider’s pricing page. Customer will pay Provider the applicable Fees based on the Product tier and Customer’s usage. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period."]
Payment Process: [Note: Include details about how often the customer will be charged and how quickly the customer must pay. For example, monthly automatic billing could say: "Customer authorizes Provider to bill and charge Customer's payment method on file [[ monthly ]] for immediate payment or deduction without further approval." Alternatively, for invoicing and payments, it could say: "Provider will invoice Customer [[ monthly ]]. Customer will pay each invoice within [[ 30 days ]] from [[ Customer's receipt of invoice ]]."]
Non-Renewal Notice Period: [[ At least 30 days before the end of the current Subscription Period ]] [Note: As a default, the Standard Terms allow contracts to automatically roll into another contract on the same terms. This time period is the amount of time before the contract ends that you or your customer must communicate that you or they do not want the contract to renew on the same terms. Most companies use the default, but you can indicate this is not the case in the "Other Terms" section.]
[Use Limitations:] [Note: This is an optional field. You can use the Use Limitations variable to restrict or limit your customer's use of the product on objective metrics. To include Use Limitations, customize and delete the comment containers around the variable.]
[Technical Support:] [Note: This is an optional field. Use this variable to describe how your customers should get support. You can include an email address to contact, URL where customers can file support requests, or a description of other technical assistance that's available, like onboarding. For example, “Support is available through email, in-app chat, and the ticketing system at CompanyName.com/support.” To include Technical Support, customize and delete the comment containers around the variable.]
[SLA:] [Note: This is an optional field. Add an SLA to include a guarantee about your product's uptime and service credits for unexcused downtime. You can write your policy, link to an existing policy posted online, or use the Common Paper SLA. To include an SLA, customize and delete the comment containers around the variable.]
[Professional Services:] [Note: This is an optional field. Use this variable to provide details of services you will provide that are beyond what's included in typical support, such as a service that you charge for by the hour. You can include details such as what the services are, the fees for the professional services, etc. If you won't be providing additional services, delete this entire variable.]
[Other Changes to Standard Terms:] [Note: This is an optional field. Use this variable to designate changes that apply only to this Order Form. For example, if your clickthrough contracts do not automatically renew, you should say "Modifying Section 5.1 of the Standard Terms, this Order Form does not automatically renew and will expire at the end of the initial Subscription Period."]
Key Terms
Customer: [[ The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company. ]]
Provider: [[ Company Name ]]
Effective Date: [[ The date Customer first accepts this Agreement ]]
Governing Law: [[ The laws of the State of Delaware ]] [Note: This sets what laws will be used to interpret this agreement. Other common choices are New York and California.]
Chosen Courts: [[ The state or federal courts located in Delaware ]] [Note: This sets where someone would have to file a lawsuit about this agreement.]
Covered Claims: [Note: The Covered Claims fields are all optional. Also known as indemnity, a Covered Claim in the contract is a promise by one company to pay for certain kinds of losses experienced by the other company, which result from a lawsuit by someone else. If you won't be including any Covered Claims, delete this entire variable, as well as the Provider Covered Claims and Customer Covered Claims variables below.]
Provider Covered Claims: [[ Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party’s intellectual property or other proprietary rights. ]]
Customer Covered Claims: [[ Any action, proceeding, or claim (1) that the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party’s intellectual property or other proprietary rights; and (2) arising from or relating to Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer). ]]
General Cap Amount: [[ 1x the fees paid or payable by Customer to Provider in the 12 month period immediately before the claim. ]] [Note: This is the maximum amount of damages, or amount you or your customer an be sued for, if either of you violates the clickthrough agreement. Nearly every contract has a General Cap Amount, and deleting this variable would mean that the potential losses or damages are unlimited.]
[Note: The Increased Claims and Increased Cap Amount variables allow you to specify contractual breaches or obligations that could result in a maximum amount of damages that is higher than the General Cap Amount. Use the Increased Claim variable to identify which claims should be more than the General Cap Amount, and the Increased Cap Amount variable to set what the higher amount should be. To include Increased Claims and Increased Cap Amounts, customize and delete the comment containers around the variables.]
[Increased Claims: [[ An Indemnifying Party’s indemnification obligations. ]]
Increased Cap Amount: [[ 5x the fees paid or payable by Customer to Provider in the 12 month period immediately before the claim. ]]]
[Note: The Unlimited Claims variable sets contractual breaches or obligations that could result in unlimited damages. This is less common than a General Cap Amount or Increased Cap Amount. If you want to include Unlimited Claims, customize and delete the comment containers around the variable.]
[Unlimited Claims: [[ A breach of Section 10 (Confidentiality) resulting from gross negligence or willful misconduct (however, excluding any data or security breaches). ]]]
[Additional Warranties:] [Note: This is an optional field. Use this variable to add extra warranties, such as for hardware or intellectual property. If you want to include Additional Warranties, customize and delete the comment containers around the variable.]
Notice Address: [Note: This is where all legal communications about the agreement, such as cancelling a contract, should go.]
For Provider: [[ generic company email address for notices ]] [Note: Replace this with your company’s email address like notices@companyname.com.]
For Customer: [[ The main email address on Customer's account ]] [Note: Don’t put an actual email address here. Instead, this refers to the email address of whichever customer is agreeing to your terms.]
Attachments and Supplements
[DPA:] [Note: This is an optional field. You can link to your existing DPA that is posted online. If you want to add a DPA, customize and delete the comment containers around the variable. If you need a DPA but don’t have one, you can use the Common Paper DPA at https://commonpaper.com/standards/data-processing-agreement/]
[Security Policy:] [Note: This is an optional field. You can link to your existing security policy or state third party audits or certifications that you maintain, such as SOC 2 or HIPAA. Many companies only make guarantees about this when signing deals with larger customers. If you want to include a Security Policy, customize and delete the comment containers around the variable.]
[Insurance Minimums:] [Note: This is an optional field. This sets what minimum levels of corporate insurance you have to hold. If you want to include Insurance Minimums, customize and delete the comment containers around the variable.]
[Changes to the Standard Terms] [Note: This is an optional field. If you use this section to make additional customization, delete the comment containers around the heading.]
[Note: You can find examples of changes to the Standard Terms at our Language Library: https://commonpaper.com/language-library/]