Agreement and eligibility
Define the contracting entity, acceptance mechanism, authority to bind an organization, minimum age, effective date, incorporated documents, and order of precedence.
Accounts and credentials
Cover accurate registration, account ownership, API-key security, authorized users, responsibility for activity, and the process for reporting compromised credentials.
The service
Describe API access, availability, documentation, beta functionality, rate limits, fair-use constraints, changes, and features that remain gated or disabled.
REST service keys and MCP OAuth are distinct access methods. The terms should not promise features, limits, or pricing that the production system does not enforce.
Inputs and data outputs
Allocate rights and responsibilities for submitted identifiers and returned data. Require lawful instructions, permitted purposes, and compliance with applicable privacy, marketing, employment, and communications laws.
Fees and billing
Define plans, external tokens, top-ups, taxes, renewals, cancellations, refunds, failed payments, pricing changes, and the exact charge-on-success rule.
Restrictions
Incorporate the Acceptable Use Policy and prohibit unlawful outreach, sensitive targeting, credential sharing, circumvention, resale beyond the licensed grant, abusive automation, and interference with the service.
Warranties, liability, and indemnity
Counsel must draft disclaimers, liability caps, exclusions, customer warranties, indemnities, and jurisdiction-specific carve-outs. Do not derive these clauses from a design template.
Liability, warranty, indemnity, dispute, and governing-law language must be tailored to the entity, customer segment, and jurisdictions.
Term, termination, and changes
Explain suspension, termination, data export, deletion, surviving obligations, notice of material changes, assignment, and how customers may contact the legal team.