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EULA Page of
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Software Licence Agreement

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

BETWEEN:

_________________________ of _________________________
(the "Vendor")

OF THE FIRST PART

- AND -

_________________________ of _________________________
(the "Licensee")

OF THE SECOND PART

BACKGROUND:

The Vendor wishes to licence computer software to the Licensee and the Licensee desires to purchase the software licence 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. Licence
  2. Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable licence (the "Licence") 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 licence 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 Licence section will be considered a material breach of this Agreement.
  9. Licence Fee
  10. The purchase price of $__________ $ paid by the Licensee will constitute the entire licence 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 licence 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 Licence 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 Commonwealth of Australia. 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 Commonwealth of Australia.
  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 ________________, ________.

   
 

_______________________________
______________________(Vendor)

    

_______________________________
______________________(Licensee)

  
   
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Last Updated February 29, 2024

End User Licence Agreement Information

What is an End User Licence Agreement?

An End User Licence Agreement (EULA), also known as a software licence agreement, is a document in which someone purchases the rights to use a computer program, software, or application under specific terms and conditions that are set out by the software vendor or publisher.

A EULA often appears as a popup before or after you've downloaded a program or installed an update on your computer. However, some software may be sold with a physical copy of a licence agreement at a retail outlet or through mail order. In this case, the agreement may come into effect once you’ve opened the package or installed the program.

Whether the EULA is in digital or physical form, the agreement is important for software developers who want to maintain some control over the use and distribution of their product.

Who are the parties to an End User Licence Agreement?

An End User Licence Agreement is typically between two parties:

  • The licensee, also known as the end user or purchaser, is the individual or organisation buying the rights to use a computer program, software, or application.
  • The vendor, also known as a software licensor or publisher, is the individual or organisation selling the rights to use their product.

A EULA grants an end user with a licence to use a program while retaining the publisher's ownership rights.

What information is typically included in an End User Licence Agreement?

An End User Licence Agreement typically contains information about who is licensed to use the software, how they are permitted to use it, and when the licence will be effective.

For instance, with LawDepot's EULA template, you can specify if the licence is effective:

  • When the agreement is executed
  • When the package seal is opened
  • When the software is registered
  • When the software is installed
  • Perpetually (i.e. the licence does not expire)
  • For a specific length of time (e.g. one year)

In addition to some personal details about the licensee and vendor, LawDepot's EULA template specifies how the product may be used by including terms such as:

  • The type of licence being granted (e.g. a site licence allows the purchaser to install the software on multiple computers instead of just one)
  • Limitations of liabilities and warranties (e.g. the licensee accepts the software “as is”, meaning in whatever condition the product is in)
  • Restrictions of use (e.g. the software may not be altered or reverse-engineered by the licensee)

What happens when someone violates a EULA?

Including a EULA with the distribution of your computer program can provide you with some legal protections if the program is ever used inappropriately.

For example, a EULA often protects the software vendor's intellectual property rights by stating the licence is for use only and is not a transfer of ownership. If a licensee tried to copy and redistribute the product, a vendor could use a signed, physical copy of a EULA as evidence of the licensee's agreement to abide by the software terms and conditions.

However, it's important to note laws may vary based on jurisdiction. EULAs are unique in that the agreement can and often will cross borders. The vendor might live and develop the software in Sydney, Australia, but the software might be used anywhere else in the world. As such, it's recommended you review how contracts are enforced wherever the software will be used.

Related Documents:

  • Computer Services Agreement: a contract that outlines the rights and responsibilities of a contractor that is hired to complete a computer project for a client
  • Confidentiality Agreement: a contract that describes how sensitive or proprietary information may be used by the parties in the agreement
  • Cease and Desist Letter: a document that requests a party stop an action and refrain from doing it again, or else legal action may be taken
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