WEBSITES / APPS / DIGITAL BUSINESSES
Your business is specific.
Your terms should be, too.
Terms and conditions should reflect how your business works, what your users can expect, and where your risks lie.
RICHT drafts and reviews website and app terms of service with attention to your business model, customer experience, and legal exposure. From the agreement itself to the way users accept it, we help you build a more considered foundation for your online relationships.
New agreements. Existing terms. Evolving products.
to business clarity.
THE SCOPE OF OUR COUNSEL
More than a document.
A framework for your business.
Terms and conditions, also called terms of service or terms of use, set the ground rules between your business and its users. Thoughtful drafting addresses both the protections you need and the obligations you are taking on.
Build terms around your offering.
We assess your products, users, payment model, content, and operations to draft agreements suited to your business. An online store, a subscription platform, and an AI-enabled app present different considerations.
Understand what your terms do.
We review existing, template-based, or AI-generated terms for gaps, inconsistencies, and provisions that may create unnecessary obligations or legal exposure. Our advice addresses what to include and what to leave out.
Connect the terms to the experience.
We advise on how users encounter and accept your terms, how related policies fit together, and how to approach updates. Strong wording needs a considered implementation process.
We can review and update your existing agreement as your products, business model, or legal requirements change.
Ask about a review ↗FROM DRAFTING TO ACCEPTANCE
The wording matters.
So does the way users agree.
An agreement buried in a footer may not bind users. We consider the notice, placement, and acceptance process alongside the agreement itself.
Clickwrap
A clear notice and an affirmative action, such as checking a box, can help establish that a user agreed to the terms. The exact language, link visibility, sequence, and supporting records still matter.
Illustration only. The appropriate acceptance flow depends on the offering and applicable law.
Browsewrap
Placing a link to terms in a website footer, without an affirmative acceptance step, can leave uncertainty about whether users had adequate notice and agreed to be bound.
A visible link alone does not establish acceptance, according to many courts.
BUSINESS-SPECIFIC JUDGMENT
A longer agreement is not
necessarily a better agreement.
The goal is a considered allocation of rights, responsibilities, and risk. Broad language can create problems when it does not match your practices or the law.
TAILORED LEGAL COUNSEL
Decisions grounded in your business.
- Provisions selected for your products, operations, and users.
- Advice on arbitration, litigation, liability, and other meaningful choices.
- Alignment with your privacy policy and related agreements.
- Guidance on acceptance, amendments, and implementation.
- A lawyer who can explain the agreement and advise as your business changes.
GENERIC OR COPIED TERMS
Assumptions that deserve scrutiny.
- Language written for a different business or jurisdiction.
- Missing protections or unnecessary commitments.
- Provisions that do not reflect your actual practices.
- Little guidance on how users should accept the terms.
- No assurance that the agreement addresses your current risks.
REAL-WORLD CONSEQUENCES
When terms go wrong.
Online terms are not just website formalities. Disputes involving major platforms show how acceptance flows, amendments, and individual provisions can affect a business’s legal position. Some examples concern failed protections; others show how consequential enforceable terms can be.
ClassPass: a link does not settle the question.
In its February 2025 decision in Chabolla v. ClassPass, the Ninth Circuit affirmed the denial of a motion to compel arbitration. The decision examined whether the subscription screens gave sufficiently conspicuous notice and whether the user’s actions unambiguously signaled agreement.
Review the notice, links, and action buttons as one acceptance process. Including an arbitration clause in the document does not establish that users agreed to it.
HBO Max: updated terms may not reach everyone.
The July 2024 ruling in Brooks v. WarnerMedia examined HBO Max’s effort to change arbitration providers through amended terms. The court questioned whether certain subscribers, including former subscribers, had accepted the changes and required further factual development.
An amendment needs a considered rollout. Different users may remain subject to different versions, and notice of a change is not always enough to establish acceptance.
The FTC: a quiet rewrite is not a clean slate.
The FTC has warned that companies may act unfairly or deceptively by retroactively expanding data practices through quietly revised terms or privacy policies, including changes intended to permit AI training.
Assess the commitments under which information was collected. Revised contract language does not automatically authorize a new use of previously collected data.
Adobe: unclear licenses can undermine trust.
After concerns about its terms in 2024, Adobe announced clarifications concerning content ownership, license scope, and generative AI training. Adobe stated that it had not trained generative AI on customer content and would make its commitments clearer in the agreement.
Content licenses should explain the rights your service actually needs. Clear boundaries are especially important where users may interpret broad language as permission for AI training.
Non-disparagement language can create exposure.
The Consumer Review Fairness Act generally prohibits provisions in consumer form contracts that restrict honest reviews, penalize reviewers, or require them to transfer intellectual property rights in their reviews, subject to statutory exceptions.
Do not import broad reputation-protection language without assessing consumer-review restrictions. A provision intended to protect your business can itself become a source of legal risk.
Coinbase: separate rules can change the analysis.
In Coinbase v. Suski (2024), users had accepted a user agreement containing an arbitration provision and later sweepstakes rules selecting a court forum. The Supreme Court held that a court must decide which contract governed the dispute over where the controversy should be resolved.
Read website terms alongside promotion rules, product agreements, and other contracts. Conflicting dispute provisions can undermine the process your business intended to establish.
23andMe and TikTok: dispute provisions draw attention.
23andMe’s post-breach terms changes and TikTok’s revisions to dispute provisions drew attention to how platforms address user claims.
Dispute-resolution changes require advance planning, clear communications, and an assessment of enforceability. A late amendment should not be assumed to resolve exposure arising from earlier events.
Uber: enforceable terms can shape significant claims.
In a September 2024 decision involving a New Jersey couple injured during an Uber ride, the Appellate Division directed arbitration of their claims against Uber and its subsidiary under the accepted agreement. This is an example of terms being enforced, rather than a failure to form a contract.
Arbitration provisions can have substantial consequences. Their scope, clarity, acceptance process, and suitability for your business deserve deliberate review.
LOOK BEYOND THE CLAUSE
The choices behind the terms matter.
Deciding whether to use arbitration also involves considering the provider, applicable rules, fees, and potential mass-arbitration exposure. Liability limits, warranties, and indemnification provisions likewise need to fit the offering and applicable law.
Terms should also align with privacy disclosures, consent processes, and actual technology use. Contract language is one part of managing risks such as California Invasion of Privacy Act (CIPA) claims involving tracking tools or website accessibility disputes; it does not replace the underlying compliance work.
Discuss your terms and implementation ↗WHAT YOUR TERMS MAY NEED TO ADDRESS
The provisions behind
the protection.
The appropriate clauses depend on your business and applicable law. These are common areas we assess when drafting or reviewing website and app terms.
User responsibilities
Eligibility, acceptable use, account security, and rules for interacting with your service and other users.
Payments & subscriptions
Pricing, billing, renewal, cancellation, refunds, and related disclosures suited to your sales model.
Liability & warranties
Appropriate disclaimers, limitations, and allocation of responsibility, subject to applicable restrictions.
Intellectual property
Rights in your content, software, and brand, together with licenses for user submissions where relevant.
Privacy & data practices
Coordination with your privacy policy and data-related provisions, without treating contractual acceptance as a substitute for required privacy consent.
Disputes & governing law
Jurisdiction, dispute procedures, and a considered assessment of arbitration or litigation for your offering.
Suspension & termination
When access may end, how accounts may be suspended, and what happens to existing obligations.
Amendments & notices
A practical process for communicating changes and obtaining renewed acceptance where appropriate.
AI & specialized features
Input and output rights, permitted uses, feature limitations, and other issues raised by your technology or industry.
THE AGREEMENTS SHOULD WORK TOGETHER
Terms, privacy policies, and product practices need to align.
Conflicting promises, unclear content licenses, inappropriate restrictions on consumer reviews, and poorly handled updates can create avoidable exposure. Terms also do not replace accessibility, privacy, or other operational compliance measures.
Read our terms and conditions compliance guide ↗
A RICHT OFFERING
A new approach to online terms.
LAWYER REVIEWED TERMS
SCOPE & FEES
A clear scope.
A fee matched to the work.
Drafting fees depend on the complexity of your offering, the users and jurisdictions involved, and the agreements or implementation advice required. A straightforward online store and a global platform with multiple products call for different scopes.
We offer flat-fee engagements for agreed scopes. We can also assess whether a targeted review of existing terms is appropriate.
Discuss scope and fees ↗COMMON QUESTIONS
Terms & conditions,
explained.
What is the purpose of a website’s terms and conditions?
Terms establish the contractual ground rules for your offering. They explain rights and responsibilities, permitted uses, commercial arrangements, and how disputes will be addressed. Clear terms can help manage expectations and reduce avoidable disagreements.
Are terms and conditions legally required for a business?
There is no universal requirement for every website to publish a document called “terms and conditions.” Particular products, transactions, and jurisdictions may require disclosures or contractual information. Terms can also provide valuable protections even where the document itself is not mandatory.
How do terms of service, terms of use, T&Cs, and a EULA differ?
Terms of service, terms of use, and terms and conditions often describe similar agreements. An end-user license agreement, or EULA, generally focuses on licensing software. The substance, scope, and relationship between the documents matter more than their titles.
Is a lawyer required to draft terms and conditions?
A lawyer is generally not legally required to draft them. Legal counsel can help identify applicable requirements, assess risks, select appropriate provisions, and advise on acceptance and updates. That judgment is especially useful for complex offerings or significant consumer exposure.
Should I use terms generated by an online tool or AI?
A generated draft may be a starting point, but its assumptions and language need review. It may omit important provisions, include inappropriate terms, or make promises that do not match your practices. Its suitability depends on the business, applicable law, and implementation.
Can I copy terms from another website?
Copying another business’s terms can import obligations, jurisdictional choices, and product descriptions that do not fit your offering. It may also raise intellectual property concerns. Similar-looking businesses can have materially different contractual needs.
What should terms and conditions include?
The answer depends on the offering. Common areas include eligibility, acceptable use, payments, intellectual property, disclaimers, liability, termination, disputes, and amendments. Subscription, marketplace, user-content, and AI features may require additional treatment.
What should terms and conditions leave out?
Avoid provisions that are unlawful, inconsistent with your practices, or unnecessarily broad. Examples can include prohibited restrictions on honest consumer reviews, unsupported data-use rights, and commitments your business cannot meet. Arbitration and other dispute provisions require a business-specific assessment.
How do terms and conditions relate to a privacy policy?
Terms generally govern the contractual relationship. A privacy policy explains personal information practices and addresses applicable notice requirements. The documents should align, but accepting terms does not automatically supply every consent required for data processing or marketing.
What matters beyond the contents of the agreement?
Notice, link visibility, acceptance language, and the interface can affect whether terms bind users. Records of the accepted version and the acceptance event can be important. Material updates also require a considered rollout rather than simply replacing the document online.
START A CONVERSATION
Bring your business.
We’ll help clarify the terms.
Tell us what you offer, who uses it, and whether you need new terms or a review of an existing agreement. RICHT brings a business-minded approach informed by marketing and technology experience.
ONLINE TERMS & THE LAW
A closer look at the issues.
Explore our guides, video, and selected resources on drafting, online contract formation, and evolving digital offerings.
WATCH / RICHT EXPLAINS
Drafting Terms and Conditions: The Lawyer’s Essential Role
Latest Insights
Terms & Conditions insights.
Recent analysis of online agreements, enforceability, and practical drafting considerations.
Should Your Website Terms and Conditions Include an Arbitration Clause? A Practitioner’s Guide to a Complicated Question
One of the most common questions that arises when drafting or updating website terms and conditions for clients is deceptively simple: Should we include an arbitration clause? There…
Read insight
Conspicuous Links Aren’t Enough: Critical Lessons from Sanchez v. Maggy London on Enforceable Online Terms
The U.S. District Court for the Southern District of California recently delivered a stark reminder to…
Eleventh Circuit Affirms: Website Terms Must Be Clear and Conspicuous to Create Binding Arbitration Agreements
Valiente v. NexGen Global Highlights Critical Website Design Flaws in TCPA Defense The Eleventh Circuit's recent…
Terms & Conditions Law News
Selected reading from the practice page. These resources reflect their publication dates.
ONLINE AGREEMENT DESIGN
From click to contract
A discussion of how notice and user actions affect the formation of online agreements.
Review the acceptance interface alongside the contract text. Clear wording alone is only part of the analysis.
CHECKOUT & CONSENT
Are your online terms enforceable? Lessons from California
A resource on the relationship between checkout disclosures, hyperlinks, and assent to online terms.
Assess whether the notice clearly explains the legal significance of the user’s action.
AI & DATA USE
LinkedIn’s AI training disclosures
LinkedIn’s help resource describes its approach to data use for generative AI and related user settings.
Coordinate AI-related contract language with privacy disclosures, user controls, and actual processing practices.
CONTRACT FORMATION
The Ninth Circuit’s flood of TOS formation cases
Commentary examining the importance of interface details in online contract formation disputes.
Small interface changes can matter. Review links, notices, and acceptance records when updating a user flow.
TRANSPARENCY & TRUST
Privacy and AI concerns reshape terms of use
Reporting on scrutiny of platform terms and privacy practices as AI features become more prominent.
Explain sensitive contractual changes clearly and assess the appropriate notice and acceptance process.
AI VENDOR AGREEMENTS
Navigating the LLM contract jungle
A practical discussion of contract considerations when selecting large language model providers.
Check vendor commitments and restrictions against the promises your own business makes to customers.
SIGN-IN WRAP
ClassPass and online acceptance
Commentary on litigation concerning sign-in-wrap agreements and their implications for online businesses.
Consider how sign-up and recurring-payment flows communicate agreement to your terms.
Quietly Changing Your Terms of Service Could Be Unfair or Deceptive
It may be unfair or deceptive for a company to adopt more permissive data practices—for example, to start sharing consumers’ data with third parties or using that data for AI training—and to only inform consumers of this change through a surreptitious, retroactive amendment to its terms of service or privacy policy.
More Chaos in the Law of Online Contract Formation
An overview of “the jurisprudential chaos” in online terms and conditions contract formation law. The two top-line takeaways are that a two-click formation process avoids risk concerning contract formation and hence enforceability, and, if amending online terms and conditions, maintaining an evidentiary record is essential.
Amazon Screws Up Its TOS Amendments
Is new affirmative consumer assent needed for each amendment to a Terms of Service (TOS), or can some vaguer “notice” to consumers sometimes substitute?
Court Says “You May NOT Amend Your TOS by Posting New Terms to Your Site”
Courts have begun to require more rigorous evidence of notice and assent to enforce modifications to online agreements.
Poorly Executed “Sign-in-Wrap” Contract Formation Process Fails
The Ninth Circuit recently considered when consumers assent to terms through interacting with a website. The court confirms that to ensure enforceability, consumers should (1) check the box and (2) be advised that checking the box will indicate assent to contract terms.
Amending Your TOS? Better Use a Clickthrough Process, Not Email Notice
Mandatory clickthroughs for amendments are the new best practice, and email notices–even if worded optimally–are not best practice.