Effective Date: {Effective Date}
Last updated: {Last Updated Date}
1. Parties and Acceptance
This Subscription Agreement (the "Agreement") is between {Company Name} ("we", "us", or "our") and the customer that subscribes to the Service ("you", "your", or "Customer"). It governs your subscription to {Service Name} and the related features and support we provide (the "Service").
You accept this Agreement by clicking "I Agree," by subscribing to or paying for the Service, or by signing an Order Form that references it, whichever happens first. If you are accepting on behalf of a company or other organization, you represent that you are authorized to bind that organization, in which case "you" and "your" refer to that organization.
If you do not agree to this Agreement, do not subscribe to or use the Service.
About this section
What's in this section
Names the parties, defines the Service, and records that subscribing, clicking "I Agree," or signing an Order Form accepts the agreement.
Why this section is here
A subscription agreement is enforceable because the customer accepted it before being billed. Tying acceptance to a clear act, and capturing it, is what lets you charge a recurring fee and rely on the renewal and cancellation terms later.
Common mistake
Charging a subscription on terms the customer was never clearly shown or asked to accept, which undermines the whole agreement.
Electronic acceptance under ESIGN →2. Definitions
For the purposes of this Agreement:
- "Service" means {Service Name} and the related features, support, and documentation we provide under this Agreement.
- "Subscription" means your right to access and use the Service for a Plan during a Subscription Term.
- "Order Form" means an online checkout, order page, or written order that identifies the Plan, quantities, fees, and term you select, and that references this Agreement.
- "Plan" means the tier, edition, or package of the Service you subscribe to, together with any usage limits that apply to it.
- "Subscription Term" means the initial term of your Subscription and each Renewal Term.
- "Renewal Term" means each period for which the Subscription automatically renews under Section 4.
- "Fees" means the subscription and usage charges for the Service, as stated at checkout or on the Order Form.
- "Billing Cycle" means the recurring period for which Fees are charged, as stated at checkout or on the Order Form.
- "Free Trial" means any period during which we make the Service available at no charge.
- "Beta" means any feature or service we identify as alpha, beta, preview, evaluation, or early access.
About this section
What's in this section
The shorthand the agreement relies on: Service, Subscription, Order Form, Subscription Term, Renewal Term, Fees, Billing Cycle, Plan, Free Trial, and Beta.
Why this section is here
A subscription contract turns on what a term, a plan, and the fees actually are. Fixing these once keeps the billing, renewal, and cancellation clauses precise instead of ambiguous.
Common mistake
Leaving "Subscription Term" or "Fees" undefined, so it is unclear what renews and what the customer owes.
3. Subscriptions and Order Forms
Subject to this Agreement and your payment of the Fees, we grant you a non-exclusive, non-transferable right to access and use the Service during the Subscription Term, for your own business or personal use and within the limits of your Plan.
Your Plan, quantities, Fees, Billing Cycle, and initial Subscription Term are those you select at checkout or that are set out on an Order Form. If an Order Form and this Agreement conflict on commercial terms such as Fees, Plan, or term, the Order Form controls for that Subscription; this Agreement governs in all other respects.
The Service is licensed and provided as a subscription, not sold. You receive no ownership of the Service, and any rights not expressly granted are reserved to us. We may improve, update, or modify the Service from time to time, provided we do not materially reduce its core functionality during a paid Subscription Term.
Beta features. We may offer features or services identified as Beta. Beta features are made available "as is" and "as available" for evaluation, may be changed or withdrawn at any time, are not covered by any Service Level Agreement, warranty, or availability commitment, and may be less reliable or secure than the generally available Service. Your use of Beta features is at your own risk, and we may collect feedback and usage data to develop them.
About this section
What's in this section
The right to access the Service for the chosen plan, how plans and quantities are set at checkout or on an Order Form, that the Service is licensed not sold, and optional terms for beta and early-access features.
Why this section is here
This is the grant the customer pays for. Stating that access is tied to the plan and the paid term, and that an Order Form or checkout fixes the specifics, is what scopes the deal.
Common mistake
Selling "the software" rather than time-bound access to it, which blurs whether the customer keeps anything when the subscription ends.
4. Subscription Term, Renewal, and Cancellation
Your Subscription begins on the date you first accept this Agreement or the start date on your Order Form and continues for the initial Subscription Term you selected. The terms below govern how the Subscription renews and how you cancel.
United States. Unless you cancel before the end of the current Subscription Term, your Subscription will automatically renew for successive Renewal Terms equal in length to the then-current term, and we will charge the Fees in effect for the renewal using your payment method on file. We disclose the renewal terms before you subscribe, and for any term of a year or longer we will send you a reminder before each renewal. You may cancel at any time, effective at the end of the current term, through your account settings or by contacting us at {Email Address}, and cancellation takes effect without our intervention. Except where the law requires otherwise, Fees already paid are non-refundable, and cancellation stops future renewals rather than ending the current paid term early.
United Kingdom. Unless you cancel, your Subscription will automatically renew for successive Renewal Terms equal in length to the then-current term, and we will charge the Fees in effect for the renewal using your payment method on file. Before each renewal we will remind you that the Subscription is renewing, tell you the price and how to cancel, and you may cancel up to {Cancellation Notice} before the renewal date. You can cancel at any time through your account settings or by contacting us at {Email Address}, using a method at least as easy as the one you used to subscribe. Nothing in this Section affects any statutory cancellation or cooling-off rights you have as a consumer.
European Union. Unless you cancel, your Subscription will automatically renew for successive Renewal Terms, on the renewal terms disclosed to you before you subscribed, and we will charge the Fees in effect for the renewal using your payment method on file. You may cancel with up to {Cancellation Notice} notice before the renewal date through your account settings or by contacting us at {Email Address}. Where mandatory local law requires, after the first renewal the Subscription will continue on a basis that you can cancel at any time with no more than one month's notice. Nothing in this Section affects any statutory withdrawal or cancellation rights you have as a consumer.
(Auto-renewal is regulated differently in each territory. Use the territory selector to apply the US, UK, or EU version, and make sure your signup flow and account settings actually deliver the disclosure and cancellation path it describes.)
About this section
What's in this section
The initial term, automatic renewal, and how to cancel. The renewal and cancellation wording swaps by territory.
Why this section is here
Auto-renewal is the most regulated part of any subscription. The US (California's renewal law and the FTC click-to-cancel rule), the UK (the 2024 subscriptions regime), and the EU each require different disclosures, reminders, and cancellation paths, so this clause has to change by territory.
Common mistake
Using one auto-renewal clause everywhere, which can make renewals unenforceable or expose you to regulators where local disclosure and easy-cancellation rules apply.
5. Fees, Billing, and Price Changes
Fees and billing. You agree to pay the Fees for your Plan in advance for each {Billing Cycle}, in the currency stated at checkout or on the Order Form. By providing a payment method, you authorize us, or our payment processor, to charge that method for the Fees on each renewal and for any usage or add-ons you incur, until you cancel.
Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, except taxes on our income. Where we are required to collect taxes, we will add them to your invoice.
Late or failed payment. If a charge fails or Fees are overdue, we may retry the charge, and we may suspend the Service under Section 9 until payment is made. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.
Plan changes. You may upgrade your Plan during a term, and the change takes effect immediately with the additional Fees prorated for the remainder of the current Billing Cycle. Downgrades and reductions in quantity take effect at the start of the next Renewal Term unless we agree otherwise, and we do not refund Fees for the current term on a downgrade.
Usage and overages. Your Plan may include usage allowances, such as a number of users, seats, API calls, storage, or transactions. If your use exceeds the allowance for your Plan, you agree to pay the overage or usage-based Fees stated at checkout or on the Order Form, measured by our systems, and we may bill them in arrears for the Billing Cycle in which they are incurred. (Set out your meters, allowances, and overage rates at checkout or on the Order Form.)
Price changes. We may change the Fees from time to time. We will give you at least {Price Change Notice} notice of any increase, and the new Fees will apply from your next Renewal Term after the notice, so you can cancel before the increase takes effect if you do not accept it.
Free Trials. If we offer you a Free Trial, we will make the Service available at no charge for {Trial Length} or the period we specify. Unless you cancel before the Free Trial ends, the Subscription will convert to a paid Subscription and we will charge the applicable Fees. Free Trials are provided "as is," and Beta features, where offered, are excluded from any Free Trial commitments.
Professional services. We may provide onboarding, implementation, training, migration, or other professional services, as described at checkout or in a separate statement of work or Order Form. Unless stated otherwise, professional-services fees are charged separately from the subscription Fees, are payable as set out in the relevant order, and are non-refundable once the services have been performed.
Non-refundable. Except as expressly stated in this Agreement or required by law, Fees are non-refundable and there are no refunds or credits for partially used periods.
About this section
What's in this section
What the customer pays and when: the billing cycle, automatic charges, taxes, late payment, plan upgrades and downgrades with proration, price changes, free trials, and optional usage-based charges and professional services.
Why this section is here
This is the commercial core. Saying clearly that fees recur, are charged automatically, and are non-refundable except where the law requires, and how prices can change, is what makes the revenue predictable and the billing defensible.
Common mistake
Silent or vague billing terms, then surprising customers with auto-charges, mid-term price rises, or non-refundable fees they never agreed to.
6. Incorporated Terms
The following documents, as we update them from time to time, are incorporated into and form part of this Agreement, and you agree to them by accepting this Agreement:
- our Terms of Service, if any, which govern your general use of the Service;
- our Service Level Agreement, if any, which governs availability and support;
- our Data Processing Agreement, if any, which governs our processing of personal data on your behalf; and
- our Acceptable Use Policy, if any, which governs prohibited conduct on the Service.
If there is a conflict between this Agreement and an incorporated document, this Agreement controls on commercial terms such as Fees, term, and renewal, and the incorporated document controls on its own subject matter. (Link to whichever of these documents you actually maintain, and delete the rest.)
About this section
What's in this section
Pulls in your other documents by reference: the Terms of Service, Service Level Agreement, Data Processing Agreement, and Acceptable Use Policy.
Why this section is here
A subscription agreement should govern the commercial deal and point to the rest of your stack rather than repeat it. Incorporating those documents keeps each one authoritative and avoids conflicting copies of the same terms.
Common mistake
Re-drafting privacy, security, or acceptable-use terms inside the subscription agreement, so they drift out of sync with your real policies.
Terms of Service →7. Customer Responsibilities and License to Use
Your account. You are responsible for your account, for keeping your credentials secure, and for all activity under your account, including the acts and omissions of your users. You agree to provide accurate billing and contact information and to keep it current.
Acceptable use. You will use the Service in accordance with this Agreement, any Acceptable Use Policy we publish, and applicable law. You will not resell, sublicense, or make the Service available to anyone other than your authorized users, and you will not copy, modify, reverse engineer, or create derivative works of the Service except to the extent the law does not allow that restriction.
Our intellectual property. We and our licensors own the Service and all related intellectual property. Except for the limited right to use the Service granted in Section 3, this Agreement gives you no rights in the Service, our trademarks, or our content. If you give us feedback, you grant us a perpetual, royalty-free right to use it to improve the Service.
Export controls and sanctions. You will comply with all applicable export control and economic sanctions laws, including those of the United States, the United Kingdom, and the European Union. You represent that you are not located in, and will not use, access, or export the Service in or to, any country or territory subject to comprehensive sanctions, or to any person on a restricted-party, denied-party, or sanctions list, and that you will not use the Service for any purpose prohibited by those laws.
About this section
What's in this section
The access license you grant, the customer's responsibility for its account and users, usage restrictions, and that you keep ownership of the Service and its IP.
Why this section is here
Subscription access comes with conditions. Setting out the license, the customer's account responsibilities, and your retained ownership protects the Service and clarifies what the customer may and may not do with it.
Common mistake
Granting access without limits or reserving ownership, so customers assume rights to copy, resell, or keep using the Service beyond the subscription.
8. Warranties, Disclaimers, and Limitation of Liability
We warrant that we will provide the Service with reasonable skill and care and materially in accordance with its documentation during your paid Subscription Term. The territory-specific terms below set out the remaining warranties, disclaimers, and our liability. (Set {Liability Cap} and the governing law below to match your other agreements.)
United States. Except as expressly stated above, the Service is provided "as is" and "as available," and to the fullest extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. To the fullest extent permitted by law, in no event will {Company Name} or its suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, or goodwill, however caused and on any theory of liability, even if advised of the possibility; and our total aggregate liability arising out of or relating to the Service or this Agreement will not exceed {Liability Cap}. These limitations apply even if a remedy fails of its essential purpose.
United Kingdom. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. Subject to that, and except as expressly stated above, we exclude all warranties not set out in this Agreement so far as the law allows, we are not liable for any indirect or consequential loss or for any loss of profits, revenue, data, or goodwill, and our total liability arising out of or relating to this Agreement is limited to {Liability Cap}. These provisions are subject to the reasonableness test under the Unfair Contract Terms Act 1977, and nothing in this Agreement affects the statutory rights of a consumer.
European Union. Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence, for damage caused intentionally or by gross negligence, for fraud, or for any liability that cannot be excluded or limited under mandatory law, including mandatory consumer law. Subject to that, and to the fullest extent permitted by law, we provide the Service with reasonable skill and care but make no other warranties, we are not liable for indirect or consequential loss or for any loss of profits, revenue, data, or goodwill, and our total liability arising out of or relating to this Agreement is limited to {Liability Cap}.
About this section
What's in this section
A limited service warranty, the disclaimer of other warranties, and a cap on liability. The wording swaps by territory.
Why this section is here
This allocates risk for a service the customer relies on. US law allows broad disclaimers and caps; the UK applies a reasonableness test and the EU keeps mandatory carve-outs for death, personal injury, and fraud, so the clause must change by territory.
Common mistake
A blanket "as is" disclaimer and liability cap used unchanged in the UK or EU, where consumer and non-excludable protections still apply.
9. Suspension and Termination
Suspension. We may suspend your access to the Service, in whole or in part, if your payment is overdue, if your use threatens the security, integrity, or availability of the Service, or if it breaches this Agreement or the Acceptable Use Policy. Where practicable we will give you notice and an opportunity to fix the problem first, except where the issue is urgent.
Termination. Either party may terminate this Agreement and your Subscription at the end of the current Subscription Term by cancelling as described in Section 4. Either party may also terminate for the other's material breach that is not cured within 30 days of notice. We may terminate immediately if you fail to pay after notice, or where required for legal or security reasons.
Effect of termination. On termination or expiry, your right to access the Service ends, and any Fees owed up to that date become due. Termination does not entitle you to a refund of Fees already paid, except where this Agreement or the law requires one.
Your data. For {Data Export Window} after termination or expiry, we will make your data available for export in a commonly used format, after which we may delete it in the ordinary course, unless the law requires us to keep it. Sections that by their nature should survive, including Fees owed, intellectual property, disclaimers, limitation of liability, and governing law, survive termination.
About this section
What's in this section
When you may suspend or terminate for non-payment or breach, termination for convenience, what happens at the end, and the window to export data before deletion.
Why this section is here
Recurring relationships need a clean exit. Reserving suspension for non-payment, defining what survives termination, and giving a data-export window protects your revenue and avoids disputes when a subscription ends.
Common mistake
No right to suspend for non-payment, or deleting customer data immediately on termination with no export window, which invites complaints and claims.
10. Governing Law and Disputes
Informal resolution. Before bringing a formal claim, you agree to contact us at {Email Address} and give us a reasonable opportunity to resolve the matter informally.
Governing law and courts. This Agreement is governed by the laws of {Governing Law}, without regard to its conflict-of-laws rules, and you and we submit to the exclusive jurisdiction of {Jurisdiction}.
Governing law and courts. This Agreement is governed by the law of {Governing Law}, and you and we submit to the exclusive jurisdiction of {Jurisdiction}. Nothing in this Section deprives a consumer of the protection of the mandatory law of their place of residence.
Governing law and courts. This Agreement is governed by the laws of {Governing Law}, and you and we submit to the exclusive jurisdiction of the courts of {Jurisdiction}. Nothing in this Section deprives a consumer of the protection of the mandatory law of their place of residence.
Binding arbitration (United States). Except for claims that may be brought in small-claims court, and except for either party's right to seek injunctive relief to protect its intellectual property or confidential information, any dispute arising out of or relating to this Agreement will be resolved by final and binding individual arbitration administered by a recognized arbitration body under its rules, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this provision. (Arbitration is a significant choice with consumer-law limits in some states; confirm it fits your business before enabling it.)
Class-action waiver (United States). You and we agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or otherwise preside over any form of class or representative proceeding.
About this section
What's in this section
Which law applies, where disputes are heard, an informal-resolution step before any formal claim, and optional US binding-arbitration and class-action-waiver terms. The wording swaps by territory.
Why this section is here
Choice of law and forum decide how a billing or service dispute runs. Setting them, with a contact-us-first step, keeps most disagreements out of court.
Common mistake
Leaving governing law unstated, so a dispute with a subscriber in another country has no agreed forum.
11. General
Relationship to incorporated documents. This Agreement, together with any Order Form and the documents incorporated under Section 6, is the entire agreement between you and us for the Service and supersedes all prior discussions on the same subject. The order of precedence is: the Order Form, then this Agreement, then the incorporated documents.
Changes to this Agreement. We may update this Agreement from time to time. When we make material changes, we will give reasonable notice, such as by email, through the Service, or by posting the new version, and changes take effect at your next Renewal Term after the notice, so you may cancel before they apply if you do not accept them.
Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be applied to the maximum extent permitted by law.
No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
Publicity. You grant us the right to identify you as a customer and to use your name and logo on our website and in our marketing materials, in accordance with any brand guidelines you give us. We will stop using them on your written request.
Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign it in connection with a merger, acquisition, reorganization, or sale of assets.
Force majeure. Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control.
Notices. We may give you notices by email, through the Service, or by posting them in connection with the Service. You may send us cancellations, billing questions, and legal notices at {Email Address} or {Mailing Address}.
About this section
What's in this section
How this agreement interacts with the documents it incorporates, plus entire agreement, changes, severability, no waiver, assignment, force majeure, and notices.
Why this section is here
Because the subscription agreement sits at the top of a stack of documents, it needs to say which controls on what, and carry the standard clauses that keep it coherent if one provision fails.
Common mistake
No precedence clause, so it is unclear whether the subscription agreement or an incorporated document governs when they appear to conflict.
12. Contact Us
If you have questions about this Agreement, your subscription, or billing, or you want to cancel, contact us at:
{Company Name}
{Mailing Address}
Email: {Email Address}
Signature blocks. (For negotiated or enterprise subscriptions accepted by signature on an Order Form rather than clickwrap.)
{Company Name}
Signature: ______________________
Name: ______________________
Title: ______________________
Date: ______________________
Customer
Signature: ______________________
Name: ______________________
Title: ______________________
Date: ______________________
About this section
What's in this section
Your name and contact details, where billing questions, cancellations, and formal notices are sent.
Why this section is here
Cancellations and notices need a monitored destination. A clear contact point is what makes the cancellation and notice provisions actually work.
Common mistake
Listing only an unmonitored inbox, so cancellation requests and notices go unanswered and renewals are charged anyway.