End User License Agreement
This End User License Agreement is a contract between you and us, [COMPANY NAME], for your use of [SOFTWARE NAME].
Please read this agreement carefully. It contains important terms that affect you and your use of the Software. By clicking, "I accept" or by installing, copying, or using the Software, you agree to be bound by the terms of this agreement, including the disclaimers. If you do not agree to these terms, do not install, copy, or use the software.
1. Software License
1.1. Definition of Software. In this agreement, "Software" means the software in [object code][source code] form described in Schedule A.
1.2. Grant of License. We grant you a limited, non-transferable, royalty-free license to use the Software in accordance with the terms of this agreement.
2. Terms of License
2.1. Permitted Uses. You may install and use the number of copies that you have purchased or been granted a license for solely for your [personal, non-commercial][internal business] use.
2.2. Restricted Uses
(a) No Distribution, etc. You may not distribute, license, loan, or sell the Software or any other content that is contained or displayed in it.
(b) No Modification. You may not modify, alter, or create any derivative works of the Software.
(c) No Reverse Engineering. You may not reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software.
(d) Proprietary Notices. You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.
3. Support[ and Maintenance]. We will provide you with the following support[ and maintenance] services free of charge for a period of  months following the Effective Date, and thereafter at our then-standard rates:
3.1. Email Support. We will attempt to respond, during our normal business hours, to technical questions that you email to us within a reasonable period of time.
3.2. Patches and Fixes. We will attempt to correct issues identified in the Software by providing patches and fixes.
3.3. [Upgrades. We will attempt to distribute Software upgrades on a regular basis.]
4.1. Payment of Fees. You will pay us the Software license and applicable support fees in full no later than [PAYMENT PERIOD] days after the date of our invoice.
4.2. No Refunds. The fees are non-refundable.
4.3. Taxes, etc. Our fees do not include any taxes, import or export fees, duties, or similar charges, all of which are your responsibility.
4.4. Late Fees. You will pay a late fee on any overdue payments overdue payments calculated at the rate of % per month ([12.68]% per year)[, or the highest rate allowable under law, whichever is less].
5. Term. This agreement is effective upon [EFFECTIVE DATE][acceptance][installation] (the "Effective Date") and will continue until terminated in accordance with the terms of this agreement.
6.1. No Warranties
(a) "As Is." We provide the Software and its content "as is," with all its faults, defects, and errors, and without any warranty.
(b) Defects. We do not promise that it will be free of bugs, errors, viruses, or other defects. We will not be liable for your use of or inability to use the Software, its content, or any associated service.
6.2. Disclaimer of All Other Warranties. We are not making any other express or implied warranties (including any implied warranties of[ title, non-infringement, quiet enjoyment,] merchantability or fitness for a particular purpose).
7.1. Ownership of Software. We or our suppliers own the Software and all intellectual property rights in and to it.
7.2. Third Party Software. The Software may now or later contain third party software that requires notices or additional terms. If so, those notices and additional terms are and will be located on our website at [LICENSOR WEBSITE URL] and are incorporated by reference into this agreement.
7.3. Consent to Use of Data. You agree that we and our affiliates may collect and use technical information gathered as part of our support services. We may use this information, but only to improve our products and services. We will not disclose this information in a form that personally identifies you.
7.4. Government Users. If the Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Software is deemed to be "commercial software," as that term is used in the Federal Acquisition Regulation system. Rights of the United States will not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms of this agreement apply.
8. Compliance with Laws. You must comply with all applicable laws and regulations (including those relating to the import and export of software).
9. Limitation of Liability. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entering into this agreement.
10.1. Termination by Us. We may terminate this agreement upon [NOTICE PERIOD] days' prior written notice to you.
10.2. Termination by You. You may terminate this agreement by
(a) permanently destroying all copies of the Software in your possession or control,
(b) removing the Software from any hard drive on which it is installed, and
(c) giving us Notice certifying that you have taken these steps.
11.1. Entire Agreement. This agreement contains all the terms between by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.
11.2. Amendment. We may amend this agreement on one or more occasions by posting amendments to our website.[ If you do not accept amendments to this agreement, then this license will immediately terminate.]
11.3. Assignment. You may not assign this agreement or any of your rights under it. We may assign this agreement or any of our rights at any time without notice or the need for or your consent.
11.4. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
11.5. Waiver. A party's failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.
11.6. Notices. We may deliver any notice required by this agreement via pop-up window, dialog box, or other on-screen device, even though you may not receive the notice until you next launch the Software. Any such notice will be deemed delivered on the date we first make it available through the Software.
11.7. Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.
11.8. Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.
11.9. Headings. The headings used in this agreement and its division into sections, schedules, and other subdivisions do not affect its interpretation.
This agreement has been executed by the parties.
An End User License Agreement (EULA) is a form of software license that comes with most commercial software applications. EULAs are commonly referred to as Shrink Wrap or Click-Through licenses, where the potential licensees are presented with the terms and conditions when installing the software, and must accept to continue or complete the installation.
Software is copyrightable under 17 U.S.C. § 107(a)(1), https://www.law.cornell.edu/uscode/text/17/102. Thus, like any form of software license the basis of a EULA is the grant of copyright license to the licensee. Because of the commercial nature of most software licensed under a EULA, expect the license to be non-exclusive and without sublicensing rights. The terms of a EULA are often similar to a Software License, with key differentiators being that EULAs have minimal support and maintenance guarantees, and will not provide any form of training in the use of the software.
When drafting a EULA, pay particular attention to the distinction between a sale and a license, to make sure the licensor’s copyright is not extinguished by the first sale doctrine. In short, the first sale doctrine means that once a copyrighted material—for instance a software CD—has been sold, the copyright owner’s exclusive rights extinguish with regards to that particular CD, so that the new owner may reproduce and distribute it freely. As the name suggests, first sale comes into play with the sale of a copyrighted good, but not with a license. Therefore, to avoid extinguishing one’s rights the licensor should take care the good is being licensed rather than sold. This is not as simple as calling the transaction a license rather than a sale, instead, courts look to see whether the transaction included use and transfer restrictions for the licensee. If so, it is more likely to be a license. If not, courts may call the transfer a sale. Compare Vernor v. Autodesk and UMG v. Augusto, and see the License Grant clause for more information.