VIEWS: 2,136 PAGES: 7 CATEGORY: Protecting Intellectual Property POSTED ON: 8/17/2009
This End User Software License Agreement sets forth the terms and conditions that govern the use of software by an end user. The end user is granted a license, which is a right to access and use, the software pursuant to the specified terms and conditions. As drafted, this document contains an attorneys' fee provision as well as clauses pertaining to ownership, termination, warranty, disclaimer, limited liability, and export law. This document should be accepted by end users before they are allowed to access and use software. This form provides standard language but can be customized fit the needs of any software creator, owner, or distributor.
Software EULA This Software End-User License Agreement (EULA) can be used to grant a non- exclusive license to an end-user of software you or your company created. EULAs are an important tool in the modern internet age that ensures any software, application, or web-based program you create is properly used and not exploited. Simply enter your information in the yellow highlighted fields, delete the bolded instructions, and you will have a customized EULA that will protect your interests. END-USER SOFTWARE LICENSE AGREEMENT PLEASE READ THIS AGREEMENT CAREFULLY. THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) IS BETWEEN _______________ [Instruction: insert name of software company] (THE "COMPANY") AND THE PERSON WHO OPENS THIS PACKAGE OR USES THE SOFTWARE ACCOMPANYING THIS AGREEMENT (THE “USER”). THIS AGREEMENT GIVES A USER THE RIGHT TO ACCESS AND USE COMPANY’S PRODUCTS AND SERVICES (“PRODUCTS”) or (“SOFTWARE”) PURCHASED FROM COMPANY, ITS RESELLERS, OR ITS AGENTS PURSUANT TO A PURCHASE AGREEMENT, CONTRACT, SALES ORDER, INVOICE, OR SIMILAR DOCUMENT (“PURCHASE CONTRACT”). COMPANY IS WILLING TO GRANT USER THE RIGHT TO ACCESS AND USE COMPANY’S PRODUCTS ONLY IF USER ACCEPTS ALL OF THE TERMS OF THIS AGREEMENT AND PAYS OR HAS PAID COMPANY, ITS RESELLERS, OR AGENTS, THE FULL PURCHASE PRICE (INCLUDING ALL APPLICABLE TAXES AND FEES) FOR USE OF THE LICENSE TO THE PRODUCTS PURCHASED. BY CLICKING THE “I AGREE” BUTTON BELOW AND/OR ACCESSING THE PRODUCTS, USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF USER DOES NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, USER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE PRODUCTS BECAUSE NO LICENSE SHALL HAVE BEEN GRANTED THERETO. LICENSE In consideration of payment of the purchase price for the right to use Company’s Products and User’s adherence to all provisions of this Agreement, Company grants User a personal, non- exclusive, non-transferable, revocable license to access and use Company’s Products covered hereunder for the sole purpose of accessing the Products purchased under the Purchase Contract. ______________________________________________________________________________ ______________________________________________________________________________ _________________________________________________ [Instruction: Detail the specific products that this License covers]. The Products also include any other programs, tools, components and any updates (for example, documentation, help content, bug fixes, or other information and releases) of the Products that Company provides or makes available to you. RESTRICTIONS User is not licensed or permitted under this Agreement to do any of the following: (1) allow any other person to use the Products; (2) rent, loan, resell, distribute, or redistribute the original CD or a copy of the Products to any other person or entity; (3) make the Products available on any file-sharing or application hosting service; (4) electronically send the Products to any other person; (5) copy the printed materials or user documentation accompanying the Products other than as necessary to support the uses permitted above; (6) making the Products available to others via shared access to a single computer, a computer network, or by sharing access information, which includes the User’s Username and Password; and (7) reverse engineer, disassemble, decompile, or translate the Products, or otherwise attempt to derive their source code or the source code through which the Products is accessed, or authorize any third party to do any of the foregoing. The license granted hereunder is personal to User, and any attempt by User to transfer any of the rights, duties or obligations hereunder shall terminate this Agreement and render it null and void. RESERVATION OF RIGHTS AND OWNERSHIP Company’s Products are the property of Company and its licensor(s), if any, and subject to applicable patent, copyright, trade secrets, trademarks, and other proprietary rights. The Products are licensed, not sold, to User for use only under the terms of this Agreement and Company reserves all rights not expressly granted to User. TERMINATION This Agreement will terminate immediately if User breaches any term of this Agreement. Further, in the event of the termination or expiration of any agreement between Company and a third-party content provider or licensor of all or a part of the Products, User’s right to access and use the Products may also terminate or expire without prior notice to User. A User may terminate this Agreement at any time by notifying Company in writing upon receipt of notice of termination from User, the license and User’s access to the Products shall cease. Upon termination, any refund to which User may be entitled shall be determined in accordance with the terms of the applicable Purchase Contract. CONTENT MAINTAINED BY THE COMPANY User acknowledges and understands that: (1) Company may, from time to time, elect to update the Products, but Company does not warrant or guarantee that any Products or other information accessed through Company’s website(s) will be updated at any time during the term of this Agreement and (2) Company does not recommend, warrant, or guarantee the use or performance of any third-party product or service described in the Products or elsewhere in Company’s website(s) and Company is not responsible for malfunction of such products or services due to errors in the Products, User’s negligence, or otherwise. User agrees to seek additional information on any third-party product or service from the respective third party. User covenants that it will use the Products only for their intended use. LIMITED WARRANTY Company warrants that the Products will perform substantially in accordance with the accompanying materials for a period of _________ (__) [Instruction: insert time period in days for the warranty] days from the date of purchase. If an implied warranty or condition is created by User’s state/jurisdiction or federal/state law prohibits disclaimer thereof, User also has an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (_________ (__) [Instruction: insert time © Copyright 2015 Docstoc Inc. 3 period in days for the warranty] DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE _________ [Instruction: insert time period in days for the warranty]-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply. Any supplements or updates to the Products, including without limitation, any (if any) updates provided to User after the expiration of the _________ [Instruction: insert time period in days for the warranty]-day Limited Warranty period are not covered by any warranty or condition, express, implied, or statutory. WARRANTY DISCLAIMER The Limited Warranty above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for this Limited Warranty and to the maximum extent permitted by applicable law, Company and its suppliers provide the Products and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Products, and the provision of or failure to provide support or other services, information, software, and related content through the Products or otherwise arising out of the use of the Products. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS. LIMITATION OF LIABILITY Except as specifically provided herein, neither Company, its affiliates, resellers, agents, nor licensors, if any, shall be liable for any claim, demand, or action arising out of, or relating to, the User’s use of the Products, Company’s performance of (or failure to perform) any obligation under this Agreement, or for special, incidental or consequential damages, including, without limitation, damages due to lost revenues or profits, business interruption, or other damages caused by User’s inability to use the Products, even if Company, its affiliates, resellers, agents, or licensors have been advised of the possibility of such loss or damages, and whether or not such loss or damages is or are foreseeable. The entire cumulative liability of Company, and its affiliates, resellers, agents, or licensors for any reason arising from or relating to this Agreement shall be limited to the amount paid by User to Company for the Products in the _____ (__) month period immediately preceding the event giving rise to such claim(s). EXPORT LAW Company’s Products are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless in compliance with applicable law and specifically authorized in writing by Company prior to any Product access, User shall not export the Products under any circumstances whatsoever. In any case, User will indemnify and hold Company © Copyright 2015 Docstoc Inc. 4 harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from, or relating to, any breach by User of User’s obligations under this paragraph. GOVERNING LAW, JURISDICTION AND VENUE This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of _____________ [Instruction: insert the name of the state] as those laws are applied to contracts entered into, and to be performed entirely in the State of ____________ [Instruction: insert the name of the state] by _______________ [Instruction: insert the name of the state] residents. Any legal suit, action or proceeding arising out of or relating to this Agreement, shall be commenced in a federal court in the State of ______________ [Instruction: insert the name of the state] or in state court in the County of ____________ [Instruction: insert the name of the County], _____________, [Instruction: insert the name of the state] and each party hereto irrevocably submits to the personal and exclusive jurisdiction and venue of any such court in any such suit, action, or proceeding and waives any right it may have to transfer or change the venue of any such suit, action, or proceeding, except that in connection with any suit, action, or proceeding commenced in a state court, each party retains the right to remove such suit, action, or proceeding to federal court to the extent permissible. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. ATTORNEY FEES If any legal action or proceeding is brought for the enforcement of this Agreement or arises from the alleged breach, dispute, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred as a result of such legal action or proceeding. AMENDMENTS It is recommended that User review Company’s website periodically for new or additional terms and changes to this Agreement. Company has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Products, including but not limited to, terms, technical support options, and other product- related policies and features, at any time and upon notice by any means Company determines in its discretion to be reasonable. User’s continued use of the Products after Company’s publication of any such changes shall constitute User’s acceptance of this Agreement as modified. WAIVER No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future unless such waiver so provides by its terms. © Copyright 2015 Docstoc Inc. 5 ASSIGNMENT Neither this Agreement nor any of the User’s rights or obligations hereunder may be assigned by User in whole or in part without the prior written approval of Company. Any other attempted assignment shall be null and void. SEVERABILITY If any part of this Agreement is for any reason found invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected and same shall remain in effect. COMPLETE AGREEMENT This Agreement is the complete and exclusive statement of the agreement between Company and User with respect to its subject matter, and supersedes and voids any proposal or prior agreement, oral or written, and any other communications between the parties in relation to its subject matter. No waiver, alteration or modification of this Agreement shall be valid unless made in writing and signed by a corporate officer of Company. QUESTIONS? CONTACT US: __________________________________________ [Instructions: It is recommended that the Company provide an address, phone number and/or email address to which User may direct any questions concerning this Agreement] ________ [Instruction: insert date] © Copyright 2015 Docstoc Inc. 6
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