SaaS · AI · Subscription · Online Platforms

SaaS Legal Stack Package for AI, Subscription, and Online Platforms

A set of documents designed to be procurement-ready and drafted to work together: Terms of Service, Privacy Policy, a DPA with EU Standard Contractual Clauses, MSA/SOW, and an AI Use Addendum, plus a launch-risk review of the clauses enterprise buyers scrutinize most. Built and reviewed by me, a California attorney, not assembled from a template wizard.

⚖️ Sergei Tokmakov, Esq. CA Bar #279869 Licensed since 2011 Direct attorney access, no intake team

Informational page, not legal advice. The $2,500 full stack is scoped and engaged through intake, not instant checkout.

Sergei Tokmakov, Esq., California attorney, CA Bar #279869
AI Legal Analyst

Ask my AI Legal Analyst about your SaaS and AI legal stack?

Tap a question for an instant, free answer (no email needed), or describe your product and the analyst helps you figure out which documents you need and routes a clean summary to me.

Common questions, always free

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Three ways a SaaS legal stack quietly fails

The deal stalls in legal review

An enterprise prospect sends back a redlined MSA, asks for a signed DPA, and wants answers on AI and data handling. Generic template terms do not survive that review.

The documents contradict each other

Your Terms cap liability one way, your Privacy Policy describes uses your DPA does not allow, and AI is addressed nowhere. Misaligned documents create the exact gaps a counterparty exploits.

You ship AI features with no AI terms

Who owns the prompts and outputs, and can customer data train your or your vendors' models? By 2026 procurement asks in writing, and silence in your documents is a risk, not a default in your favor.

Packages & pricing

Three ways to engage me, priced to the work

How to pick a tier

Start with a focused review, build the full stack, or layer in enterprise procurement language. Pick by where you are, not by guesswork. Anything at $1,500 and above is scoped through intake before any payment.

Contract review / gap audit
$575 flat

One document drafted or redlined, or a focused gap audit of the terms you already have.

  • Attorney review of one document or a targeted gap audit
  • Plain-English risk notes on the clauses that matter
  • Redlined edits plus a clean recommended version
  • Up to three rounds of email revisions
  • Not the full coordinated multi-document stack
Pay $575 & send your document

$575 Create or Redline tier. Overflow on unusually long or complex work at $240/hour, agreed before any extra work.

Most complete SaaS Legal Stack
$2,500 stack

The full coordinated document set drafted to your product, with a launch-risk review.

  • Terms of Service or Master Subscription Agreement
  • Privacy Policy (CCPA/CPRA + GDPR Art. 13/14)
  • DPA with 2021 EU SCCs + UK addendum
  • AI Use Addendum where the product ships AI
  • Acceptable Use + Refund/Cancellation + SOW template
  • Launch-risk review of high-scrutiny clauses
Start intake for the full stack

Scoped and confirmed at intake, then engaged. I send the correct payment link after I confirm scope; this tier is not instant checkout.

Enterprise / procurement upgrade
Custom quoted

Layered onto the stack when you are selling into security-reviewed, regulated, or large-enterprise buyers.

  • Negotiation-ready MSA with fallback positions
  • Order form, SLA, and security exhibit alignment
  • Sub-processor list and vendor flow-downs
  • Response support for buyer security questionnaires
  • Not a fixed price; scoped to your deal
Request a quote

For deals that need negotiated terms and security-review support. Quoted as a flat phase or hourly after a short scoping exchange.

See a side-by-side comparison table
What you get $575 review / audit $2,500 full stack Enterprise upgrade
One document drafted or redlined
Coordinated multi-document set
DPA with EU SCCs + UK addendumAdd-on
AI Use AddendumAdd-on
Launch-risk clause reviewSingle doc
Negotiated MSA with fallback positions
Security questionnaire support
Revision rounds3 email roundsScopedScoped
How you engagePay & sendIntake firstQuote first

"Add-on" means I can build that single document under the $575 tier; the coordinated stack with aligned defined terms across documents is the $2,500 package. Where a matter needs ongoing negotiation through to a signed agreement, that is a separate Pre-Litigation or negotiation phase quoted on its own.

Choose your entry point

Three ways to start, by where you are

I have existing docs $575 gap audit. One document drafted or redlined, or a focused audit of the terms you already have. Pay $575 & send your document
I need a full stack Intake for the $2,500 package. The full coordinated set, scoped at intake before any payment. Start full-stack intake
I am not sure $240 written review. A written attorney read on your question or one document before committing. Get a $240 written review
The documents

What each document does, in plain English

How to read these tabs

Tap a tab to see what the document is for and the practical decisions it locks down. These are the building blocks of the stack; not every product needs all of them, and I will tell you which ones yours does.

Self-serve / click-through

Terms of Service

The contract every self-serve user agrees to at signup. It sets the rules for products sold without a negotiated agreement.

Top 3 issues I lock down:

  • Disclaimers, warranty limits, and the liability cap
  • Payment, billing, and auto-renewal mechanics
  • Termination, suspension, and what happens to data
See which package builds this →
Expand for legal detail

Also covered: the license grant and acceptable scope of use, and the governing-law, venue, and dispute-resolution clauses.

Why it matters: for most SaaS, the Terms of Service is the liability shield. An unenforceable clause, a missing limitation of liability, or an auto-renewal that violates state law can each undo the protection you thought you had. I draft it to hold up, not just to look complete.

Red flags I fix

The clauses that quietly create your biggest exposure

How to read these gauges

These are the recurring problems I find in SaaS and AI documents during a gap audit. Each gauge reflects how often the clause is wrong or missing in the products I review, and how much it tends to cost when it goes wrong.

AI output & prompt ownership

High risk
What goes wrong, and how I fix it

Documents that never say who owns prompts and AI outputs, so customers and your model vendor can each claim rights you assumed were yours.

I state ownership of inputs and outputs explicitly and reconcile it with your upstream model provider's terms.

User-content license

High risk
What goes wrong, and how I fix it

Either no license to host and process user content at all, or a license so broad it reads as a rights grab and scares enterprise buyers.

I draft a license broad enough to run the product and narrow enough to pass procurement review.

Limitation of liability

High risk
What goes wrong, and how I fix it

A missing cap, an unenforceable cap, or carve-outs that swallow the cap: this clause decides your worst-case number in a dispute.

I set an enforceable cap with carve-outs sized to the deal, not copied from an unrelated template.

Data role: controller vs processor

High risk
What goes wrong, and how I fix it

The DPA mischaracterizes your role, or there is no DPA at all, which misstates your obligations and breaks the transfer mechanics.

I define the correct role per data flow and attach the current 2021 EU SCCs and UK addendum.

Auto-renewal & cancellation

Medium risk
What goes wrong, and how I fix it

Renewal and cancellation terms that ignore state auto-renewal statutes and "click to cancel" rules, and a magnet for chargebacks.

I align renewal notice, consent, and cancellation mechanics with current subscription law.

Indemnity

Medium risk
What goes wrong, and how I fix it

One-sided or uncapped indemnities, or IP indemnities that ignore the AI-training and third-party-data risk specific to your product.

I balance the indemnity, cap it where appropriate, and address AI and data-source exposure.

Enterprise / procurement terms

Medium risk
What goes wrong, and how I fix it

Self-serve Terms pushed into enterprise deals with no MSA, SLA, or security exhibit, so every large deal becomes a custom negotiation.

I build a negotiation-ready MSA with fallback positions in the enterprise upgrade.

Payment-processor risk

Medium risk
What goes wrong, and how I fix it

Terms that conflict with Stripe or PayPal rules, or weak refund language that drives disputes and contributes to account freezes.

I align your billing terms with processor rules to reduce dispute and freeze exposure.

How I score and prioritize these in a gap audit

In a gap audit I read your existing documents against the way your product actually works, then rank each issue by two factors: how likely it is to be triggered in a real dispute or procurement review, and how large the downside is if it is. The gauges above are a generalized version of that scoring across the products I see, not a score of your specific documents.

A "High" item is one that is both common and expensive when wrong, like a missing or unenforceable liability cap. A "Medium" item is one that is either less frequent or more contained, like a one-sided indemnity that is recoverable in negotiation. Your audit gets a ranked, document-specific list, so you fix the clauses that move your risk the most first.

This page is informational and the gauges are illustrative. The only way to know your real exposure is to have your actual documents reviewed.

AI & data ownership

Who owns the prompts, the outputs, and the data

Why this question decides your IP position

If your product touches AI, this is the question that decides your IP position and your enterprise deals. The honest answer is that it depends on what your documents say, and most documents say nothing. Here is how a well-drafted stack resolves each piece.

Prompts & inputs

Stack default: user keeps ownership; you take a license to process and improve, scoped by the AI Addendum.

AI outputs

Stack default: outputs assigned or licensed to the user, reconciled with your upstream model provider's terms.

Model-improvement data

Stack default: training off by default for business customers, with a clear opt-in and vendor flow-downs disclosed.

What each of these three categories means

Prompts & inputs: what a user types into your product.

AI outputs: what the model generates; copyrightability is unsettled.

Model-improvement data: the most scrutinized line in any AI procurement review.

Three more data categories the stack allocates

User content

Files, text, and assets users upload. You need a license broad enough to run the product without it reading as a rights grab.

Stack default: limited license to host, process, and display; ownership stays with the user.

Customer (business) data

Personal data you handle on behalf of a business customer. Governed by the DPA, not just the Terms.

Stack default: customer is controller, you are processor, EU SCCs and UK addendum attached.

Aggregated & de-identified data

Analytics and usage data stripped of identifiers. Often the legitimate basis for product improvement, if defined correctly.

Stack default: you may use properly de-identified, aggregated data, defined precisely to avoid re-identification risk.

Copyrightability of AI output is unsettled, so I allocate rights deliberately rather than leave them to default. I walk through the analysis in my post on who owns Claude's outputs and how they can be used.

Contract ownership vs. copyright

Contract ownership and copyrightability are not the same thing. A contract can allocate rights, licenses, confidentiality, and use restrictions for prompts, outputs, customer content, and model improvements. But U.S. copyright protection still depends on human authorship and the extent of protectable human creative contribution. I draft the AI Addendum to allocate commercial rights even where copyright ownership may be uncertain.

Who owns AI outputs? See the AI & Legal Automation hub → Have one document reviewed →
What "Stack default" means

"Stack default" describes the starting position I draft from. The right answer for your product depends on your model vendor, your customers, and your business model, which is what the AI Addendum and intake confirm.

Is this for you

Who this package fits, and who should go elsewhere

My honest line on fit

I would rather tell you this is not the right package than draft documents that paper over a problem that needs a specialist. Here is the honest line.

✓ A good fit

AI, subscription, and B2B SaaS products, online platforms, and founders responding to a redlined MSA or DPA request.

See the full good-fit list
  • AI products and tools that need clear ownership and training terms
  • Subscription and B2B SaaS preparing for enterprise customers
  • Online platforms and marketplaces handling user content
  • Founders who got a redlined MSA or a DPA request and need real answers
  • Products launching in the US that also serve EU or UK users
  • Teams whose current terms were assembled from generic templates

If you are here, the $575 gap audit or the $2,500 full stack is usually the right starting point.

✕ Not the right fit

Securities or tokens, regulated finance, HIPAA-heavy health data, and active litigation all need a specialist instead.

See the full not-a-fit list
  • Securities or token offerings (needs securities counsel)
  • HIPAA-heavy products handling protected health information without a specialist
  • Regulated financial products: money transmission, lending, broker-dealer activity
  • Active litigation or an existing dispute that needs a litigator now
  • Pure consumer mobile apps with no business or AI angle (often over-served by this stack)

If your matter is on this list, I will say so at intake and point you toward the right specialist rather than take the engagement.

What to send

What I need to scope your stack accurately

Do not worry if some pieces are missing

The more of this you can send up front, the faster and more accurate the scope. Do not worry if some pieces are missing; the intake walks through them.

1
Product URLA link to your site or app so I can see what you actually do.
2
Current documentsExisting Terms, Privacy Policy, DPA, MSA, or anything you are using now.
3
Product descriptionTwo or three sentences on what the product does and how it works.
4
Customer typeConsumer, business, or enterprise, and whether you sell self-serve or negotiated.
The other 4 items I ask for
5
Data collectedWhat personal data you collect and any sensitive categories involved.
6
AI featuresWhether you ship AI features, and which models or vendors power them.
7
Payment / subscription modelOne-time, subscription, usage-based, trials, and your processor (Stripe, PayPal, etc.).
8
JurisdictionsWhere you are based and where your customers are (US, EU, UK, elsewhere).
Deeper detail: how I use each item

Product URL and description tell me what the documents have to describe accurately. A Privacy Policy that does not match the product is a liability, so I start from how the product really works.

Customer type decides the architecture. Self-serve consumer products lead with Terms of Service; B2B and enterprise products need an MSA, a DPA, and often an SLA. Getting this wrong is the most common reason a stack fails procurement.

Data collected and AI features drive the Privacy Policy, the DPA, and the AI Addendum together. The training-data question in particular changes how I draft both the AI Addendum and the user-content license.

Payment model and jurisdictions control the refund/cancellation terms, the auto-renewal mechanics, the governing-law clause, and whether the EU SCCs and UK addendum are needed. They also flag payment-processor risk early.

If you cannot share a document directly (for example it sits behind a login or a shared drive I cannot open), tell me and I will arrange another way to receive it rather than guess at its contents.

Process

How an engagement runs

1

Intake & scope

2

Draft

3

Review & revise

4

Launch-ready

What each step involves
  • Intake & scope: you send the checklist items; I confirm which documents your product needs and the exact scope and price before any work starts.
  • Draft: I draft the stack to your product, with defined terms, liability caps, and data roles aligned across every document.
  • Review & revise: you review, I work through edits over the included revision rounds, and I explain the trade-offs behind the high-stakes clauses.
  • Launch-ready: you get final documents ready to publish or send to customers, plus a short note on the clauses procurement will test.

Turnaround depends on scope and is confirmed at intake. Rush handling may be available for an added fee on smaller scopes; ask before paying.

Ready to scope your SaaS legal stack?

Send your product URL and current documents and I will confirm exactly which documents you need and what it costs, before any work begins.

How the $240 review and the full stack relate

The $240 Written Attorney Consultation is the lowest-friction way to get an attorney read before committing to the full stack. The $2,500 stack and any enterprise work are scoped through intake first.

FAQ

Questions I get about the SaaS stack

What exactly is a "legal stack" and why draft it together?

A legal stack is the set of documents your product needs to operate and sell: Terms of Service or an MSA, a Privacy Policy, a DPA, an Acceptable Use Policy, an AI Use Addendum where relevant, an SOW template, and refund/cancellation terms.

I draft them together so the defined terms, liability caps, and data roles are consistent across every document. The most common problem I find is documents that were each fine in isolation but contradict each other, which is exactly the gap a counterparty or regulator exploits.

What is the difference between the $575 and the $2,500 packages?

The $575 tier is one document drafted or redlined, or a focused gap audit of your existing terms, with up to three rounds of email revisions. Use it when you have a single document to fix or one redlined MSA to respond to.

The $2,500 tier is the full coordinated stack drafted to your product, plus a launch-risk review. Use it when you are launching, raising, or moving up-market and need the whole set to be consistent and procurement-ready. The full stack is scoped at intake before you pay.

Who owns AI outputs under the documents you draft?

It depends on what the documents say, which is the point. A well-drafted AI Use Addendum states clearly who owns prompts and outputs, whether customer data may train your or your vendors' models, and what happens to that data on termination, then reconciles all of that with your upstream model provider's terms.

The AI & Legal Automation hub walks through the ownership analysis for AI outputs and covers the broader picture for AI products.

Can you use the documents internationally?

The DPA can include the 2021 EU Standard Contractual Clauses and, where needed, the UK International Data Transfer Addendum. Those clauses address cross-border transfer mechanics, but they do not by themselves solve every GDPR, UK GDPR, product-design, data-minimization, security, or transfer-risk issue. I confirm the actual data flows and customer base before treating the DPA as sufficient.

The MSA and Terms default to California law, and the governing-law and venue clauses are straightforward to adapt. For a product built primarily for the EU or UK market, an additional jurisdictional review may be appropriate and is quoted separately.

Do you handle securities, tokens, HIPAA, or regulated finance?

No. Securities or token offerings, HIPAA-heavy health-data products, and regulated financial products like money transmission or lending need specialist review beyond a standard SaaS stack, and they are out of scope for this package.

If your product is in one of those areas I will tell you at intake and point you toward the right specialist, rather than draft documents that look complete but miss a regulatory problem.

Am I working with you directly, or an intake team?

Directly with me. I am Sergei Tokmakov, a California attorney, Bar #279869, licensed since 2011. There is no intake team and no associate handoff. The AI Legal Analyst on this site is an attorney-supervised tool that helps you get oriented; the legal work and judgment are mine.

How does payment work for each tier?

The $575 gap audit and the $240 written gap review are flat fees you can pay directly to start. The $2,500 full stack and any enterprise or procurement upgrade are scoped through intake first; once I confirm scope, I send the correct payment link. I do not run instant checkout on the larger engagements because the scope needs to be confirmed before you commit.

AI Legal Analyst · attorney-supervised

Not sure which documents your product actually needs?

How the AI Legal Analyst helps

Describe your product to the AI Legal Analyst and it will help you figure out which parts of the stack apply, what the high-risk clauses are for your model, and whether the $575 audit or the full stack is the right starting point. It is attorney-supervised and informational, not legal advice, and it routes a clean summary to me when you are ready.

Which documents do I need? Do I need a DPA? Who owns my AI outputs? Is my liability cap enforceable?
Email me directly
Attorney: Sergei Tokmakov, Esq.
License: California Bar #279869, since 2011
Access: Direct, no intake team
Brand: AI Legal Analyst, attorney-supervised
Note: Informational, not legal advice
$575
Review / gap audit
$2,500
Full SaaS legal stack
7
Document types in the stack
2011
Licensed in California since

Start your SaaS legal stack

Send your product URL and current documents. I confirm scope and price before any work begins, and you work directly with me throughout.

Primary path vs. smaller first steps

Primary: start intake for the full stack or enterprise upgrade. Fallback: a $240 written attorney gap review for a smaller first step. The $575 single-document audit is also available above.

Informational, not legal advice. This page is general information about SaaS and AI legal documents and does not create an attorney-client relationship or constitute legal advice. No attorney-client relationship is formed until I confirm scope and you and I agree to an engagement in writing. Outcomes depend on your specific facts, your product, and your jurisdiction. The risk gauges and "stack default" positions on this page are illustrative; your actual exposure can only be assessed by reviewing your specific documents. Sergei Tokmakov, Esq., California Bar #279869, licensed since 2011. Contact: owner@terms.law.
Terms.Law · Outside General Counsel · Sergei Tokmakov, Esq., CA Bar #279869 · Services · AI & Legal Automation · owner@terms.law