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Software License Agreement

THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") dated this 13th day of December, 2017 (the "Execution Date")

BETWEEN:

_________________________ of _________________________
(the "Vendor")

OF THE FIRST PART

- AND -

_________________________ of _________________________
(the "Licensee")

OF THE SECOND PART

BACKGROUND:

The Vendor wishes to license computer software to the Licensee and the Licensee desires to purchase the software license under the terms and conditions stated below.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

  1. License
  2. Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable license (the "License") to use __________ (the "Software").
  3. "Software" includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.
  4. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
  5. The Software may be loaded onto no more than one computer. A single copy may be made for backup purposes only.
  6. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
  7. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
  8. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
  9. License Fee
  10. The purchase price of $0.00 USD paid by the Licensee will constitute the entire license fee and is the full consideration for this Agreement.
  11. Limitation of Liability
  12. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
  13. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
  14. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
  15. Warrants and Representations
  16. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
  17. Acceptance
  18. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") upon execution of this Agreement.
  19. User Support
  20. No user support or maintenance is provided as part of this Agreement.
  21. Term
  22. The term of this Agreement will begin on Acceptance and is perpetual.
  23. Termination
  24. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.
  25. Force Majeure
  26. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
  27. Governing Law
  28. The Parties to this Agreement submit to the jurisdiction of the courts of the Commonwealth of Virginia for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Commonwealth of Virginia.
  29. Miscellaneous
  30. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
  31. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
  32. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  33. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
  34. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
  35. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.
  36. Notices
  37. All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing:
    _________________________: _________________________
    _________________________: _________________________

IN WITNESS WHEREOF the parties have duly affixed their signatures under hand and seal on this 13th day of December, 2017.

   
 

_______________________________
______________________(Vendor)

   

_______________________________
______________________(Licensee)

 
   

End-User License Agreement

Alternate Names:

An End-User License Agreement is also known as a:

  • EULA
  • Software License Agreement

What is a EULA?

The acronym, EULA, stands for End-User License Agreement, and is also sometimes referred to as a software license agreement.

An End-User License Agreement is a contract that allows a user to purchase the rights to use a software application from its publisher.

The parties in a EULA are:

  • Vendor: Also known as a licensor, publisher, or author of the software, the vendor sells the rights to use their software to a user.
  • Licensee: Also known as the purchaser, the licensee is the user who purchases the rights to use the vendor's software.

A EULA is similar to a rental agreement where, rather than renting property or physical goods, the licensee pays to use the software in the manner stipulated in the contract. This means the user complies with any and all restrictions stated in the EULA by the software author or publisher. These restrictions can include a time limit of use (e.g. a subscription), a limited number of downloads (e.g. installation on 5 computers or other electronic devices), and more.

It's commonly seen as a popup after you've downloaded a new computer program or completed a recent operating system update. Some software might be sold with a physical EULA enclosed that comes into effect once the seal is broken or the software is downloaded.

When is an End-User License Agreement accepted?

How a EULA is accepted depends on the scenario and how the EULA is delivered.

For instance, if you're downloading software from the internet, the EULA is delivered electronically.

Alternately, if you're purchasing a physical copy of software (on a CD, for instance) from an electronics store, the EULA can appear in the box in the form of a paper document or manual.

It can be accepted in a variety of ways:

  • Upon execution of the agreement: after the vendor and the licensee have signed the contract
  • On opening the package seal: when the purchaser opens the sealed shipping package
  • On registration: when the software is registered, usually via mail-in confirmation or registering a product key online
  • On installation: when the user installs the software, often a digital EULA pops up prior to completing the install

How do I write a EULA?

An End-User License Agreement normally includes:

  • Vendor details (name and address)
  • Software title
  • License terms (terms of use, restrictions, and maintenance and support details, if applicable)
  • A refund policy (if applicable)

In some cases, the purchaser's details are included in the agreement, but this is usually only the case for physical EULAs that are accepted upon execution rather than accepted on delivery (because the purchaser has to be present with the vendor to sign). This is sometimes seen in cases where the purchaser/licensee is a large organization, e.g. a large marketing firm purchasing 50 licenses for Adobe Creative Suite for their design team.

Related Documents:

  • Assignment: an agreement used to transfer rights or obligations in a contract or to transfer property (real, intellectual, or personal) to another party
  • Cease & Desist Letter: a letter used to request someone cease an action and refrain from doing it again
  • Confidentiality Agreement: a document that protects sensitive information between parties by preventing the information's disclosure to others
  • Contract Addendum: a document that makes changes to an existing legal contract without voiding the original agreement in its entirety
  • Computer Services Agreement: an agreement used by a service provider for computer-based services like repairs, updates, or installations for a customer

Frequently Asked Questions:

EULA FAQ
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