Technology Agreements, Reviewed by Humans
SaaS subscriptions, software and API licenses, terms of service, privacy policies, data processing addenda, AI model-provider terms. The documents your company runs on.
Draft them with AI if you like. We finalize them with the judgment of lawyers who have argued over these exact clauses in arbitration.
A contract is only as good as the clause that gets tested.
Nobody reads a SaaS agreement until something goes wrong. Then three clauses decide everything: the limitation of liability, the indemnity and the dispute clause.
AI-drafted terms often get these almost right. The cap is there but the carve-outs swallow it. The arbitration clause exists but names no forum or rules. The governing law is a state that reads caps against the drafter.
We know which versions hold because we have spent years arguing both sides of them. That is what we bring to your final draft.
The lines New York law draws in technology contracts.
Statutory thresholds that decide whether your choice of law and forum will be respected, and how long a claim can wait.
Under UCC § 2-719, a limited remedy that fails of its essential purpose falls away, and a consequential damages exclusion stands unless unconscionable. Drafting decides which side of those lines you are on. Sources: New York General Obligations Law § 5-1401; New York General Obligations Law § 5-1402; New York CPLR 213; New York UCC § 2-719; European Commission, AI Act timeline.
What we draft and review.
SaaS and subscription agreements
Order forms, master terms, service levels, credits, renewals, suspension and termination rights, and liability caps that match the pricing.
Software and API licenses
Scope of use, restrictions, rate limits, derivative works, source code escrow, audit rights and what happens when the license ends.
Terms of service and privacy policies
Consumer-facing terms with enforceable arbitration and class waiver provisions, age gates, content rules, and privacy disclosures that match what the product does.
Data processing addenda
Processor and sub-processor terms, security commitments, breach notice timing and the cross-border transfer terms enterprise customers require.
Model-provider and AI vendor terms
What the provider may do with your inputs and outputs, output ownership, usage policies, indemnities for infringement, and the terms you pass through to your own users.
Reseller, integration and partnership deals
Revenue share, exclusivity, marks, support obligations and the allocation of liability when a partner’s customer complains.
How a contract review runs.
Start from the draft you have. We do not charge to re-create it.
Read against the business
What the product does, how it is priced, who the customers are and what the marketing promises.
Stress test
Each key clause read as a claimant would read it: the cap, the carve-outs, the indemnity, the forum, the governing law.
Redraft
Changes marked and explained in plain language. A template set you can reuse without calling us for every deal.
Playbook
Fallback positions for the clauses enterprise customers push on, so sales can negotiate within limits.
We draft it. We also defend it.
Fintech and digital assets since 2017.
Max Dilendorf has advised fintech, payments and digital-asset companies since 2017, through the growth of the sector and the regulation that followed. The questions founders ask today about AI, we have worked through before with crypto.
More than 130 arbitrations since 2019.
Software liability, platform and payment disputes, cybercrime losses and AI-related claims before the AAA, JAMS and NAM, and emergency relief in New York courts. What we learn in those rooms shapes how we draft.
The cap, the forum and the law. Get those three right.
Most of the technology disputes we have arbitrated turned on one of them.
- Name an arbitration forum and rules that exist and accept your type of case
- Match the liability cap to the fees and the risk, and list the carve-outs deliberately
- Make service credits the exclusive remedy for downtime
- Keep marketing claims consistent with contract warranties
- Read your model provider’s terms on inputs and outputs before building on it
- Copy terms from a company with different customers and a different risk profile
- Promise ‘bank-grade’ or ‘enterprise-grade’ security without defining it
- Let a customer’s paper govern without a redline of the indemnity
- Choose a governing law because it sounds neutral
- Publish a privacy policy that describes data practices you do not actually follow
From the firm’s writing.
The Loss Is Yours: Inside Coinbase’s Terms That Shift Liability to Users
How a platform’s terms allocate loss, clause by clause.
Read the articleAre Coinbase’s Arbitration Clauses Enforceable? Key Cases Explained
What courts have said about platform arbitration clauses, and what makes them hold.
Read the articleWho Owns the Merchant Portfolio? The Contract Decides
A payments dispute that came down to a few words in the agreement.
Read the articleFrequently asked.
Yes, for the first draft. The risk is in the clauses that look fine and are not: a cap with carve-outs that swallow it, a dispute clause with no forum, a governing law that undermines both. We review the draft against your business and fix those before you publish.
It should cap direct damages at a figure tied to the fees, exclude consequential damages, and list carve-outs deliberately: usually indemnities, confidentiality breaches and payment obligations. New York enforces these limits in commercial deals when drafted clearly.
What it should not do is promise more in marketing than it limits in the contract.
If you handle personal data for business customers, yes. Enterprise customers will require one, and privacy laws in several states and the EU expect processor terms. It also sets breach notice timing between you and the customer, which matters when a clock is running.
What the provider may do with your inputs and outputs, who owns the outputs, what usage is prohibited, whether the provider indemnifies you for infringement claims, and what you are required to pass through to your own users. The answers shape your own terms.
Because the same clause is read differently in different states. New York lets parties with contracts of $250,000 or more choose New York law regardless of other connections, and generally enforces negotiated limits between businesses. The forum clause should match.
Other areas of the practice.
Six services for technology companies, from ongoing counsel to the dispute. Back to the overview.
Have terms you have never had a lawyer read?
Send them. A confidential review of your customer terms, licenses and policies, with the fixes ranked by what would matter in a dispute.