Terms of Service (ToS)

What is a terms of service?

A terms of service (ToS) is the contract a software vendor publishes on its website. It sets the rules for using the product: what you pay, what you may and may not do, who owns what, and what happens when something goes wrong.

In SaaS, you rarely negotiate it. You accept it by clicking a box at sign-up or by an admin agreeing for the whole team. Lawyers call that click-to-accept format a clickwrap agreement.

The ToS is a living document. The vendor can edit it, post a new version, and change the "last updated" date. Many ToS include a unilateral amendment clause, which means the vendor can change the terms on its own, without asking you to sign anything new.

A typical SaaS ToS covers:

• Accounts and access: who can use the product and how logins work.
• Fees and billing: prices, payment timing, renewals and refunds.
• Your data: who owns what you upload and what the vendor may do with it.
• Rules of use: often a separate acceptable use policy linked from the ToS.
• Risk: warranties, the limitation of liability (a cap on what the vendor pays if it causes you harm), and indemnities (promises to cover certain legal claims).
• Ending the deal: termination, suspension and what happens to your data after.
• Disputes: which law applies, which courts hear disputes, and whether an arbitration clause sends disputes to a private arbitrator instead of a court.
• Changes: how the vendor can update the terms and how it tells you.

Many ToS also pull in other documents by linking to them, such as the privacy policy or the data processing agreement. Lawyers call this incorporation by reference. A change to a linked page can change your deal even if the ToS page itself stays the same.

How the ToS fits with an MSA and an order form

Larger deals often use a master service agreement (MSA) instead of the public ToS. An MSA is a contract the two sides can negotiate and sign. An order form then lists what you bought: products, seats, price and term dates.

When these documents disagree, an order of precedence clause decides which one wins. For example, Grafana Labs' MSA says the order form controls first, then statements of work, then supplemental terms, then the MSA. Some vendors also keep a public ToS that covers the website and free use, while paid customers sign an MSA. The comparison MSA vs terms of service explains the difference in more detail.

What it looks like in a vendor's terms

The clause that matters most for a living document is the change clause. A typical clause reads like this:

We may update these Terms from time to time. If a change is material, we will give you reasonable notice by email or in the product before it takes effect. Other changes take effect when we post them. If you keep using the Services after the effective date, you accept the updated Terms. If you do not agree, you must stop using the Services.

• "From time to time": there is no limit on how often the vendor can change the terms.
• "If a change is material": the vendor decides what counts as a material change, and only those get advance notice.
• "Take effect when we post them": smaller changes can apply the same day, with no notice.
• "If you keep using the Services": this is continued use as acceptance. The vendor treats your normal use as agreement.
• "You must stop using the Services": your only choice is to leave, which is hard once your team depends on the tool.

Slack's User Terms of Service follow this pattern. They promise reasonable notice of material changes and say continued use "will constitute your acceptance of the revised terms and conditions."

Business agreements can be more balanced. Atlassian's Customer Agreement says Atlassian will use commercially reasonable efforts to post changes at least 30 days before they take effect. For paid plans, changes usually apply at your next order or renewal. There are exceptions for legal compliance and product changes, and if you object to a mid-term change, you can end the affected subscription within 30 days of the notice and get a refund of prepaid fees for the rest of the term.

A real change we caught

Venpo flagged a change in X's terms: X's new terms drop the promise that changes will not be retroactive. A promise that changes are not retroactive means new terms apply only going forward, not to things that already happened. When that promise disappears, new terms could reach back to past use, a topic covered under retroactive terms changes.

The change sat inside the clause about future changes, which is exactly the clause readers skip.

Why it matters to you

The ToS decides money, data and risk. When it changes, your deal changes, often with no signature from you.

• Money: a new fee rule, a removed price cap or a new usage charge can raise your bill at the next invoice or renewal.
• Data: new rights to use your content, for example for AI features, can conflict with promises you made to your own customers.
• Risk: a lower liability cap or a new arbitration clause changes what you can recover if the vendor causes you harm.
• Access: new suspension triggers can let the vendor cut off a tool your team runs on.

The law gives some protection, but you cannot count on it. In Douglas v. U.S. District Court (9th Cir. 2007), the court said a provider could not bind an existing customer just by posting new terms on its website without notice. The court said customers have no duty to check a website for changes. The rules vary by state and by how the vendor gave notice, so this case does not mean every quiet change is unenforceable.

Regulators watch this too. In a February 2024 FTC staff blog post, the FTC's Office of Technology warned that quietly or retroactively changing terms or privacy policies to use data in new ways could be unfair or deceptive. That post is guidance, not a rule.

What to check

• The change clause: how much notice you get, how it is sent (email, in-product, or only on the website), and whether changes wait until your renewal.
• Which document wins: look for an order of precedence clause, and make sure your order form or MSA beats the public ToS.
• Linked documents: list every policy the ToS pulls in by link, since each one can change on its own.
• Data and AI rights: find the license you give the vendor over your content and check whether it covers training AI models.
• Fees and renewal: check the auto-renewal clause, the cancellation deadline and any limit on price increases.
• Your exit: if you reject a change, can you leave mid-term and get a refund for the unused months?

Terms of Use

"Terms of Use" is another name for a terms of service. In most cases the two labels mean the same thing: the public contract that sets the rules for using a website or product.

The name can hint at scope, though. Some vendors use "Terms of Use" for their marketing website, docs and community forum, and keep a separate agreement for the paid product. Grafana Labs is an example. Its Terms of Service cover grafana.com and linked sites, while its paid software is governed by its MSA. The website terms say they apply to activity not covered by those other agreements.

Website terms still matter. In one recent case, using Grafana's website now binds you to arbitration. Grafana's own update notice says existing users are asked to agree to the new terms at their next login.

When you see "Terms of Use," check the first section to see which sites and services it covers. Then check whether a separate agreement covers the product you pay for.

Terms and Conditions

"Terms and Conditions" (often shortened to T&C) is a third common name for the same kind of document. No law sets a required title. A vendor can call its contract terms of service, terms of use, terms and conditions, user agreement or customer agreement. What counts is what the document says and how you agreed to it, not the title.

The names are interchangeable because they all describe the same thing: the rules a business sets for anyone who uses its service. The choice of label is mostly a matter of style, and one vendor may even use several names for different parts of its legal pages.

How you agreed matters more than the name. You may have ticked a box or clicked "I agree," or the terms may just sit behind a footer link, which is called a browsewrap agreement. Courts treat these two setups differently.

So do not judge a document by its name. Read the scope section, the change clause and the order of precedence to see how it fits with anything else you signed.

End User License Agreement (EULA)

Read the full page on End User License Agreement (EULA)

An end user license agreement (EULA) is a contract that gives you a license to use a copy of software. A license is permission to use something while the owner keeps ownership. You do not buy the software; you get limited rights to run it.

EULAs come from the era of installed software. SaaS works differently. You subscribe to a service that runs on the vendor's servers, so the main contract is usually a ToS or subscription agreement, not a EULA.

SaaS vendors still use EULAs when you install something yourself, such as a desktop app, a self-hosted edition or an on-premises agent. For example, the Grafana Labs License Agreement covers self-managed products like Grafana Enterprise. It grants a non-exclusive, non-transferable license for internal business use and bans reverse engineering.

Some vendors are folding these into one contract. In 2024 Atlassian announced a single Customer Agreement replacing its Cloud Terms of Service and its Software License Agreement. If you run any vendor software on your own machines, check which license covers it.

How Venpo helps

Venpo watches the public terms of service of the vendors you use, plus the policies they link to. When a ToS changes, you get a plain-English email alert that explains what changed and why it matters, and each vendor has a change history you can go back to. The Fine Print Scan also answers whether a vendor's terms let it raise prices.