Acceptable Use Policy (AUP)

What This Clause Does

An acceptable use policy defines the boundaries of how you're allowed to use the software or platform. Violations can give the vendor grounds to suspend your account, terminate your contract without refund, or seek damages. The AUP is usually incorporated by reference into the main agreement.

The core restrictions are usually sensible (no illegal use, no spam, no reverse engineering). The watch point is whether the AUP is vague or subject to unilateral change. If the vendor can modify the AUP at any time and you're automatically bound by changes, you need to monitor it actively or risk unknowingly violating it.

What This Looks Like in a Contract

"Customer agrees to use the Service in compliance with the Acceptable Use Policy ('AUP'), available at [URL] and incorporated herein by reference. Company reserves the right to suspend access to the Service upon discovering any violation of the AUP."

Red Flags to Watch For

• Vendor can suspend your account immediately without notice upon suspected (not confirmed) violation
• AUP can be modified unilaterally with no minimum notice period
• Suspension is not followed by a cure period before termination
• Violations defined so broadly that ordinary competitive use could trigger them

Negotiation Strategies