EULA Template Sample

Use Template

End User License Agreement

 

This End-User License agreement (“Agreement”) is between Party B, as an end-user of the services and Party A, and governs the terms of use for Party A's software product ("Software"). By accessing, downloading, installing, or otherwise using the Software in any way, Party B agrees to be bound by this Agreement in its entirety. If Party B does not agree, they must cease use of the Software immediately.

 

 

  1. License. When Party B lawfully accesses the Software, whether through purchase or other lawful means, Party A grants Party B, subject to all of the terms and conditions of this Agreement, a non- exclusive, non-transferable, limited, revocable personal license to use the Software ("License"). This License extends to the use of documentation, data, or information developed by Party A, and other materials which may assist in Party B’s use of the Software. This License may not be used for any business or commercial purposes. This License may not be transferred to any third parties without express, lawful, written permission from Party A and this License terminates upon Party B’s cessation of use of the Software.

This License shall be applicable to all lawful End Users of the Software, unless a separate written agreement has been executed between Party B and Party A.

The License is provided for a fee, in conjunction with the purchase of the Software. Such fee will be displayed to Party B prior to their purchase of the Software.

The following additional licenses may be available as related to the Software: ____________.

 

  1. Restrictions. The License provided hereunder is subject to the following additional restrictions: ____________.

 

  1. Intellectual Property. Party B agrees that the Software, Party A’s website and all services provided by Party A are the property of Party A, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). Party B agrees that Party A owns all right, title and interest in and to the Company IP and that Party B will not use the Company IP for any unlawful or infringing purpose. Party B agrees not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from Party A.

 

 

  1. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

 

  1. Limitation of Liability. IN NO EVENT SHALL PARTY A BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The maximum liability of Party A arising from or relating to this Agreement is limited to the greater of US Dollars ____________ or the amount Party B paid to Party A in the last ____________ months. This section applies to any and all claims by Party B, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

 

  1. Acceptable Use. Party B agrees not to use the Software for any unlawful purpose or any purpose prohibited under this clause. Party B agrees not to use the Software in any way that could damage Party A’s website, services, or general business of Party A.

Party B further agrees not to use the Software:

) To harass, abuse, or threaten others or otherwise violate any person's legal rights;

  1. II) To violate any intellectual property rights of Party A or any third party,

III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

  1. IV) To perpetrate any fraud;
  2. V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme
  3. VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group:

VIII) To unlawfully gather information about others.

 

 

  1. Dispute Resolution and Choice of Law. All disputes will be resolved as provided for in the Terms & Conditions or Terms of Service. Should Party A not have a live version of any Terms document or any other provisions in any user-facing document covering dispute resolution and governing law, the laws of ____________ (state)shall govern any matter or dispute relating to or arising from this EULA or Party A's relationship with Party B.

 

  1. Reverse Engineering and Security. Party B agrees not to undertake any of the following actions:
  2. a) Reverse engineer, or attempt to reverse engineer or disassemble the Software or any code within or related to the Software or Party A’s website;
  3. b) Violate the security of the Software through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network;
  4. c) Copy or otherwise distribute copies of the Software unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool.

 

 

  1. Severability. If any provision of this agreement is held to be invalid or unenforceable, such provision will be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect.

 

  1. Notices. Any notices required or permitted to be given under this agreement will be in writing and will be deemed to have been given when delivered by hand, by confirmed facsimile, by overnight courier, or by registered or certified mail, return receipt requested, and addressed to the party to whom notice is to be given at the applicable address set forth below (or such other address as such party may designate from time to time in writing in accordance with this provision):

 

  1. Electronic Communications Permitted. Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email Party A at the following address: ____________.

 

  1. Force Majeure. Party A is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

 

  1. Independent Parties. No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

 

  1. Headings. Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

 

  1. Assignment. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by Party B. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by Party A, the rights and liabilities of Party A will bind and inure to any assignees, administrators, successors, and executors.

 

  1. Spam Policy. Party B is strictly prohibited from using the Software or any of Party A's services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

 

  1. Indemnity. Party B agrees to defend and indemnify Party A and any of its affiliates (if applicable) and hold them harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to their use or misuse of the Software, their breach of this Agreement, or their conduct or actions. Party B agrees that Party A shall be able to select its own legal counsel and may participate in its own defense, if Party A wishes.

 

  1. Maintenance. This License includes Software maintenance and support. Please contact Party B for assistance.

 

  1. Entire Parties. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, both written and oral.

 

  1. Amendment. This agreement may be amended only in a writing signed by both parties.

 

  1. Termination. This agreement will automatically terminate if Party B breaches any of the terms and conditions herein. Upon termination, Party B must immediately cease all use of the Software and destroy all copies of the Software in its possession or control.

 

  1. Additional Terms. Additional terms may be applicable to the Parties' relationship with each other, such as the Company Terms & Conditions or Terms of Use, the Company Privacy Policy, and any other such written agreements governing your relationship with us. Nothing contained herein is intended to restrict the terms of any other written agreement. Instead, all relevant documents shall be construed as broadly as possible.

 

Party A Signature: ________________________________

Typed or Printed Name: ___________________________

Date: _______________

 

Party B Signature: ________________________________

Typed or Printed Name: ___________________________

Date: _______________