The legal stack for two-sided marketplaces and platforms
Terms.Law, the online practice of California attorney Sergei Tokmakov, offers the Marketplace Platform Legal Stack from $3,000, including platform terms for both sides, a seller or provider agreement, and a payments-flow legal posture memo, through a writing-first private workroom; money-transmitter licensing is separately scoped.
I'm Sergei Tokmakov, a California attorney, Bar #279869. My practice runs writing-first: a private workroom and email threads, not phone calls. You work with me directly, not with a paralegal or an intake team. See more about my practice.
What's included, from $3,000
One coordinated stack for a business with three audiences at once: you, your providers, and your customers. Built to your actual funds flow, not a generic template.
- Platform Terms of Service covering both sides of your marketplace, buyers and sellers, customers and providers.
- Seller or provider agreement for the supply side: onboarding, standards, payouts, and termination.
- Payments and funds-flow legal posture memo? with money-transmission awareness framing.
- Privacy Policy and Data Processing Addendum as applicable to your data flows.
- Content moderation and DMCA policy, plus two consolidated revision rounds with defined terms coordinated across every document.
Starting fixed fee, confirmed in writing after conflict and scope review. No outcome is guaranteed; every engagement is a defined set of documents and services.
How it works
Everything runs by email and inside a private workroom. Four stages, no open-ended meter.
Send the brief
Tell me who your providers and customers are, what moves through the platform, and how money flows.
Conflict check + written scope
I confirm there is no conflict and send a fixed-fee written scope before any drafting starts.
Delivery in about two business days per stage
Drafts arrive staged, not all at once, after I have what I need for that stage.
Consolidated revisions
You send comments in one consolidated batch per round, within the two included rounds.
Ask my AI Legal Analyst about this package
Scopes your platform against the Marketplace & Platform Legal Stack and flags whether the Enterprise Procurement Upgrade fits on top. AI-generated legal information, not legal advice, and it does not create an attorney-client relationship.
A marketplace is legally harder than a single-audience product because every document has to hold up from three directions at once: yours, your providers', and your customers'. The Marketplace & Platform Legal Stack is drafted as one coordinated set with matching defined terms, so the platform terms, the provider agreement, and the privacy documents all describe the same platform, the same funds flow, and the same allocation of responsibility.
- Platform Terms of Service binding both sides: account rules, marketplace mechanics, fees, disputes between participants, disclaimers, and liability architecture.
- Seller / provider agreement: onboarding and eligibility, listing or service standards, payout terms, taxes as between you and the provider, suspension and termination.
- Privacy Policy and, where your data flows call for one, a Data Processing Addendum.
- Payments / funds-flow legal posture memo: a written map of how money moves and where money-transmission questions could arise. Awareness-level analysis, expressly not a licensing filing.
- Content moderation and DMCA policy: user-content license, moderation rights, notice-and-takedown, repeat-infringer handling.
- Two consolidated revision rounds, comments in one batch per round.
Turnaround is about two business days per delivery stage after I have the documents and answers I need for that stage.
| Document | Platform (you) | Providers / sellers | Customers / buyers |
|---|---|---|---|
| Platform Terms of Service | Publishes and enforces; issuer of the terms. | Agrees at account creation, as the supply side. | Agrees at account creation, as the demand side. |
| Seller / provider agreement | Party; sets onboarding, standards, payouts, termination. | Agrees before listing or providing services. | Not a party; customers never see it. |
| Provider-to-customer transaction terms | Typically not a party to the underlying transaction; the platform terms say so expressly. | Contracts with the customer for the actual goods or services. | Contracts with the provider for the actual goods or services. |
| Privacy Policy | Publishes; describes its own data practices. | Covered as users of the platform. | Covered as users of the platform. |
| Data Processing Addendum (as applicable) | Party, where it processes personal data for business participants. | May sign if they are business customers of your data processing. | Usually not; consumer data is handled under the Privacy Policy. |
| Content moderation + DMCA policy | Publishes and administers; receives notices. | Bound for listings, content, and repeat-infringer consequences. | Bound for reviews, posts, and submitted content. |
This map shows the typical structure I draft. Your actual structure can differ, for example if you act as merchant of record, and the documents are built to whichever structure you actually run.
| Area | Typically the platform's responsibility | Typically the provider's responsibility |
|---|---|---|
| Quality of the underlying goods or services | Disclaims responsibility for provider performance; runs vetting or ratings as stated. | Owns the quality, legality, and delivery of what it sells or performs. |
| Marketplace software and availability | Owns the platform's operation, features, and stated uptime posture. | None; providers use the platform as offered. |
| Listings and representations | Moderation rights and takedown mechanics. | Accuracy of its own listings, pricing, and claims. |
| Licenses and professional credentials | Verification only to the extent the platform expressly says it verifies. | Holding and maintaining any license its trade or profession requires. |
| Disputes between participants | A stated dispute pathway and defined, limited platform role. | Resolving the underlying transaction dispute with the customer. |
| Taxes | Its own taxes, plus any collection or reporting role it expressly takes on. | Its own income and business taxes on what it earns. |
How money moves through a marketplace is a legal question, not just a payments-engineering question. Holding one side's money on its way to the other side can, depending on structure and jurisdiction, raise money-transmission questions at both the state and federal level. Where the flow sits relative to those rules depends heavily on the mechanics: who holds the funds, in whose name, under whose contract, and through which licensed intermediaries.
The package includes a payments and funds-flow legal posture memo. It maps how funds actually move through your platform, identifies the points in that flow where money-transmission questions could arise, and describes, in general terms, the structural patterns platforms commonly use to keep funds inside a licensed intermediary's regulated perimeter, such as processor-managed split payments or merchant-of-record structures. The memo gives you a written, attorney-prepared picture of where your structure sits and what questions to resolve before scaling.
Marketplace documents routinely state that providers are independent businesses, not employees, agents, partners, or joint venturers of the platform, and that the platform is not a party to the underlying transaction between provider and customer. I draft those disclaimers into both the platform terms and the provider agreement, aligned with each other, so neither document accidentally undercuts the other.
Marketplaces run on content that users create: listings, photos, service descriptions, reviews, messages. Your terms need a clear user-content license: users keep ownership of what they post, and grant the platform a defined license to host, display, and distribute that content as needed to operate the marketplace. The drafting question is scope: broad enough for the product to actually work, including things like promotional display of listings, without overreaching into rights you do not need and users would object to.
The stack also includes a content moderation and DMCA policy: your right to moderate and remove content, a notice-and-takedown procedure for copyright complaints, a counter-notice pathway, and a repeat-infringer policy. The DMCA safe-harbor framework can protect a platform against copyright liability for user-posted content, but its protections depend on meeting the statute's conditions, which include registering a designated agent with the Copyright Office and actually enforcing a repeat-infringer policy, not just publishing one. I draft the policy and flag the operational steps that the safe harbor requires from you; maintaining those practices over time is on the operations side.
Also not included:
- State-by-state regulatory filings.
- Tax structuring.
- Live negotiation with a specific enterprise counterparty (see the Enterprise Procurement Upgrade below).
This is for
- Two-sided marketplaces for services, goods, rentals, or bookings, at launch or replacing outgrown templates.
- Platforms connecting independent providers with customers, where the platform sits in the middle of payment or matching.
- Software platforms adding a marketplace or third-party-seller layer to an existing product.
This is probably not for
- A single-sided SaaS product with no supply side. The SaaS Legal Stack fits better, or the AI Assistant & Agent Startup Legal Package if your product is an AI assistant, copilot, or agent.
- A platform whose core product is holding or moving money, such as a payments or lending product. That is regulatory work beyond this package, and I will say so at intake.
- A pre-launch idea with no defined funds flow yet. A written consultation is a lighter starting point until the model is settled.
| Approach | Typical price | Covers both sides of the marketplace | Funds-flow posture memo | Attorney-reviewed | Revisions |
|---|---|---|---|---|---|
| Generic marketplace template | Free to about $100 | Rarely; usually one generic ToS | No | No | None |
| Legal-tech document-assembly subscription | Roughly $20 to $400 per month | Sometimes, as separate uncoordinated forms | No | Usually none | Depends on plan |
| This package | From $3,000 one time | Yes, platform terms plus a provider agreement, coordinated | Yes, built to your actual funds flow | Yes, personally, by me | Two consolidated rounds included |
| Traditional law firm hourly engagement | Often well above $3,000 at typical hourly rates | Yes | If requested | Yes | Billed by the hour, open-ended |
Ranges above are general market patterns, not quotes from any specific competitor. No outcome is guaranteed under any approach.
A software company launching a two-sided services marketplace came to me with a generic Terms of Service that treated everyone on the platform as one kind of "user." It needed the documents to reflect how the platform actually worked: independent providers contracting with customers, the platform in the middle of matching and payment, and payouts flowing through a third-party payment processor.
I built the coordinated launch stack to its actual data and funds flows: platform terms binding both sides, a provider agreement for the supply side, a privacy layer matched to the data it really collected, a payments posture memo mapping where its funds flow sat relative to money-transmission questions, and a content moderation and DMCA policy for listings and reviews. The engagement was the Marketplace & Platform Legal Stack described on this page.
No outcome, revenue result, or regulatory conclusion is promised or was promised in that engagement. No names and no dollar figures beyond the package price are used here.
Enterprise Procurement Upgrade
- DPA hardening for enterprise data terms.
- Security and trust addendum posture.
- Indemnity and liability-cap architecture review.
- Redline playbook: your fallback positions on the ten most-negotiated clauses.
- One consolidated revision round.
For when enterprise customers or large supply-side partners start sending their own paper. Does not include live negotiation with the counterparty itself, which is separately scoped, or SOC 2 / security certification work.
Request this package · from $1,500After the stack: ongoing counsel
- Contract queue for new partner and vendor deals.
- Terms updates as the product and the rules change.
- Vendor templating for repeat deal types.
The follow-on relationship after a package, scoped by written engagement. Applied for, not bought off the shelf.
About Outside General CounselDoes using a payment processor solve money transmission for me?
Not automatically. Processor-managed marketplace structures are the common way platforms keep funds inside a licensed intermediary's regulated perimeter, and for many platforms that structure works well. Whether it works for yours depends on how your specific flow is set up: who holds funds, in whose name, and under whose contracts. That is exactly what the posture memo maps. The memo is awareness-level analysis, not a licensing conclusion or filing.
Do I really need separate terms for each side?
You need documents that address each side's distinct relationship with you. Typically that means platform terms both sides accept plus a provider agreement for the supply side. One generic ToS that treats buyers and sellers as the same "user" is the single most common structural defect I see in marketplace paperwork, because the two sides need different obligations, different payment terms, and different offboarding.
Will these documents make my providers independent contractors?
No document can guarantee that. The stack states the independent-contractor structure clearly and consistently across both agreements, which matters, but classification ultimately turns on how the relationship operates in practice and on the tests of the states where you operate. I flag operational patterns that cut against your intended classification, and no outcome is guaranteed.
Can you promise my platform will be compliant?
No, and I would be skeptical of anyone who does. I can build documents that accurately reflect your structure, allocate risk deliberately, and flag the regulatory questions your model raises. Whether any regime applies to you depends on your facts, your states, and how the platform actually operates over time.
I already have a ToS from a template. Can you work from it?
Yes. Tell me what you have at intake. Where the existing document is usable, I revise it into the coordinated set; where it is structurally wrong for a marketplace, I will say so and draft fresh. Either way you end up with one consistent set, not a patchwork.
How fast is delivery, and what do revisions look like?
About two business days per delivery stage after I have your documents and answers, per the written scope. Two consolidated revision rounds are included: you collect your comments into one batch per round, and I turn the revised set around.
Ready to build your marketplace legal stack?
Start package intake and I will confirm conflicts and scope, in writing, before any drafting begins. See all services if you are not sure this is the right one.