Free End User License Agreement (EULA)

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End User License Agreement (EULA)


Your End User License Agreement (EULA)

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End User License Agreement (EULA) Page of
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Software License Agreement

THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") dated this ________ day of ________________, ________ (the "Execution Date")


_________________________ of _________________________
(the "Vendor")


- AND -

_________________________ of _________________________
(the "Licensee")



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 $__________ 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 ________ day of ________________, ________.






Last Updated November 16, 2023

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What is an End-User License Agreement (EULA)?

An End-User License Agreement (EULA), also known as a Software License Agreement, is a contract that allows a user to buy the rights to use a computer program, software, or application

It doesn’t transfer ownership but instead permits the use of the program according to set terms and conditions. This way, an EULA can protect the interests of the software owner, helping them maintain ownership and control over the program and its distribution. 

An EULA is often seen as a pop-up when downloading a program or installing an update on your computer. Software programs bought through a retailer or mail order usually come with a physical copy of the license agreement. 

Who are the parties to an End User Licence Agreement?

The parties of an EULA are:

  • The licensee: The party buying the rights to use the software, also known as the purchaser, buyer, or end-user
  • The vendor: The party selling the rights of use for the software, also known as the owner, licensor, or publisher

What’s the purpose of an End-User License Agreement?

An End-User License Agreement legally protects the owners’ intellectual property rights by setting terms for the use of the product. An EULA provides guidelines for the use of the software, limiting users’ ability to copy, modify, and redistribute the program.

An EULA will also restrict users from reverse engineering the product, which helps the owner maintain copyright, preventing and protecting from copyright infringement.  

EULAs are unique because they are contracts that can cross borders and be enforceable in other areas. Laws vary by jurisdiction, so vendors should consider how different jurisdictions uphold software license agreements. 

LawDepot’s End-User License Agreement template contains a customizable term for governing law. By signing the EULA, users agree to abide by the law and court rulings of the jurisdiction that governs the agreement. This means that by choosing the state where your company is located, you can decide which state law will govern the agreement and the user.

Why should I use an End-User License Agreement?

Use an End-User License Agreement to protect your interests when selling or distributing software, computer programs, or applications. 

An EULA can help you to:

  • Outline a license instead of a sale. The agreement allows for the use of the software instead of an ownership transfer.
  • Prevent abuse of the software. The user can’t sell a copy of the program or use the software inappropriately.
  • Disclaim warranties so you aren’t responsible for making improvements to the software.
  • Limit your liability, meaning you’ll have no responsibility for any damages if issues stem from your software.
  • Terminate use if a user breaks any of the terms.

How do I write an End-User License Agreement?

To write an End-User License Agreement, you will need to include the following:

1. Information about the vendor

Include information about the vendor, such as their name and address. In most cases, information about the licensee is not included unless the EULA is physical and accepted upon execution rather than delivery. This could happen if the licensee is a large organization and buys several licenses at once.

2. Details about the license

Describe when the license takes effect and the length of the license term. The license can be perpetual, meaning it never expires, or it can have a set end date, such as a year from acceptance. You will need to specify when the agreement is accepted. This can be:

  • When the user accepts and signs the agreement (upon execution)
  • When the user opens the package seal 
  • When the user registers the software, either online or via mail-in confirmation
  • When the user installs the software and accepts the digital EULA pop-up

3. Details about the product

Provide details about the product and its use, such as:

  • The license fee
  • If the license includes the software source code
  • The permitted number of installations
  • If the vendor offers maintenance and technical support
  • If the vendor will issue refunds for non-conforming software

What terms does an End-User License Agreement include?

In addition to the terms previously mentioned, LawDepot’s End-User License Agreement template also addresses the following:

  • Limitation of liability: Limits the consequences a vendor might face if issues stem from the use of their software
  • Warranties and representations: Clarifies the copyright of the software
  • Termination: Outlines the process of ending the contract if the user fails to comply with the terms
  • Force Majeure: Limits the vendor’s liability when problems arise from an unforeseen and uncontrollable event, such as if a natural disaster causes the product to malfunction

Sometimes, there are other terms you need to address. You can add additional clauses specific to your product if needed. For example, a vendor might want to add restrictions on the user when selling a product for content creation. The vendor can reserve the right to moderate content that meets certain criteria. In this case, the clause can begin with, “A non-exhaustive list of content that may be rejected by the Software Publisher includes…”

To create your own clauses for an End-User License Agreement, follow these guidelines:

  • Use everyday language and complete sentences
  • Capitalize any defined terms such as Licensee and Vendor
  • Do not use pronouns to refer to parties in the agreement

If you’re unsure how to address a particular use for your End-User License Agreement, contact a local attorney to request advice.

Are End-User License Agreements enforceable?

An End-User License Agreement can be enforced in court if it meets the criteria for a legally binding contract.

If a vendor discovers that a user has violated the agreement, they can send a Cease and Desist Letter to request the behavior stop. In the event of a lawsuit, a copy of a signed or accepted EULA can prove the user’s agreement to abide by the software’s terms and conditions. 

Related Documents:

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End-User License Agreement (EULA)

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