Free EULA Template

End User Licence Agreement (EULA)

IMPORTANT: PLEASE READ THIS END USER LICENCE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE.

This End User Licence Agreement ("Agreement") is a legal agreement between you ("User" or "you") and [Insert your company/business name], a [company incorporated in England and Wales] under company number [Company Number], whose registered office is at [Registered Address] (the "Licensor").

By [installing / downloading / accessing / using] the [Software Name] (the "Software"), you agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, do not [install / download / access / use] the Software.

1. Definitions

1.1 "Documentation" means the user guides, manuals, and online help files for the Software, whether provided in printed or electronic form.

1.2 "Licence" means the licence granted to you under clause 2 of this Agreement.

1.3 "Licence Key" means the unique code provided by the Licensor to enable the Software to be used.

1.4 "Software" means the [Software Name] application in [object code / executable] form, including any Updates and Upgrades provided under this Agreement.

1.5 "Updates" means minor updates, bug fixes, patches, and error corrections to the Software.

1.6 "Upgrades" means major new versions or releases of the Software that add significant functionality.

2. Licence grant

2.1 Subject to your compliance with the terms and conditions of this Agreement, the Licensor grants to you a [non-exclusive, non-transferable, non-sublicensable, revocable] licence to:

(a) [download,] install and use the Software on [number] [device(s) / computer(s)] owned or controlled by you, solely for your [personal / internal business] purposes; and

(b) use the Documentation in support of your permitted use of the Software.

2.2 The Licence is limited to a [single user / number of users as specified in your order / site licence for use at [address]].

2.3 The Licence is granted for [a perpetual period / a period of [number] [months / years] from the date of [purchase / first installation / activation]] (the "Licence Term"), unless terminated earlier in accordance with clause 12.

3. Licence restrictions

3.1 You shall not, except as expressly permitted by this Agreement or by applicable law:

(a) copy or reproduce the Software, except for making one reasonable number of back-up copies;

(b) modify, adapt, translate, or create derivative works based on the Software or the Documentation;

(c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Software, except to the extent that such activity is expressly permitted by applicable law (including, without limitation, the Copyright, Designs and Patents Act 1988 and the Computer Programs Directive 2009/24/EC as retained in UK law);

(d) rent, lease, lend, sell, sublicence, assign, distribute, publish, transfer, or otherwise make available the Software or any features or functionality thereof to any third party;

(e) remove, alter, or obscure any proprietary notices, labels, or marks on the Software or Documentation;

(f) use the Software for the purpose of building a competitive product or service, or for benchmarking or competitive analysis;

(g) use the Software in any way that violates any applicable law or regulation; or

(h) use the Software to transmit any virus, worm, trojan horse, or other malicious code.

4. Intellectual property rights

4.1 The Software and the Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

4.2 The Licensor (or its licensors) shall at all times retain ownership of the Software, the Documentation, and all intellectual property rights therein, including but not limited to all copyright, patent rights, trade mark rights, design rights, database rights, trade secret rights, and any other intellectual property rights (whether registered or unregistered) in connection with the Software and Documentation.

4.3 The Licence does not grant you any rights to use the Licensor's name, logo, or trade marks.

4.4 You acknowledge that the Software is licensed, not sold, and that this Agreement does not transfer any title or ownership interest in the Software to you.

5. Updates and upgrades

5.1 The Licensor may, at its sole discretion, provide Updates to the Software from time to time. Such Updates shall be deemed part of the Software and subject to the terms of this Agreement.

5.2 The Licensor may make Upgrades available [free of charge / at an additional cost]. The terms applicable to any Upgrade shall be as notified by the Licensor at the time the Upgrade is made available.

5.3 The Licensor is under no obligation to provide any Updates or Upgrades to the Software.

5.4 You acknowledge that Updates may be installed automatically. You consent to such automatic updating and acknowledge that this Agreement applies to all such Updates.

6. Support

6.1 The Licensor [shall / shall not] provide technical support for the Software.

6.2 [Where support is provided:] The Licensor shall provide [email / telephone / online] support during [Business Hours: 9:00 to 17:00 GMT, Monday to Friday] via [support contact details]. Support shall include assistance with [installation, configuration, and use of the Software / error diagnosis and resolution].

6.3 The Licensor reserves the right to charge for support services at its then-current rates, unless support is included in the Licence Fee.

7. Collection of data

7.1 The Software may collect certain data, including but not limited to [usage statistics / technical data about your device / crash reports / analytics data] ("Usage Data").

7.2 The Licensor may use the Usage Data for the purposes of [improving the Software / providing support / analytics / product development].

7.3 The Usage Data collected by the Software [will / will not] include personally identifiable information.

8. Privacy

8.1 The Licensor's collection and use of personal data in connection with the Software is governed by the Licensor's privacy policy, available at [Privacy Policy URL].

8.2 By using the Software, you acknowledge that you acknowledge that you have read and understood the Licensor's privacy policy. Your use of the Software is subject to that policy.

8.3 The Licensor shall comply with its obligations under the UK GDPR and the Data Protection Act 2018 in respect of any personal data processed in connection with the Software.

9. No warranties

9.1 The Software is provided "as is" and "as available" without warranty of any kind, whether express, implied, statutory, or otherwise.

9.2 To the maximum extent permitted by applicable law, the Licensor disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

9.3 The Licensor does not warrant that the Software will be uninterrupted, error-free, secure, or free from viruses or other harmful components, or that defects will be corrected.

9.4 Any advice or information, whether oral or written, obtained by you from the Licensor shall not create any warranty not expressly stated in this Agreement.

9.5 Nothing in this clause shall affect your statutory rights as a consumer where applicable.

10. Limitation of liability

10.1 Nothing in this Agreement shall limit or exclude the Licensor's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.

10.2 Subject to clause 10.1, the Licensor shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profits; (b) loss of sales or business; (c) loss of data or corruption of data; (d) loss of goodwill; (e) loss of anticipated savings; or (f) any indirect or consequential loss, arising under or in connection with this Agreement or the use of or inability to use the Software.

10.3 Subject to clause 10.1, the Licensor's total aggregate liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to [the Licence Fee paid by you for the Software / [amount]].

11. Indemnification

11.1 You agree to indemnify, defend, and hold harmless the Licensor and its officers, directors, employees, agents, and successors from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Software in breach of this Agreement; (b) your violation of any applicable law or regulation; or (c) your violation of any third-party right, including any intellectual property right or right of privacy.

12. Term and termination

12.1 This Agreement is effective from the date you first [install / download / access / use] the Software and shall continue for the Licence Term unless terminated earlier in accordance with this clause.

12.2 The Licensor may terminate this Agreement immediately by giving written notice to you if you commit a material breach of this Agreement which (if remediable) is not remedied within [number] days of receiving written notice requiring it to be remedied.

12.3 You may terminate this Agreement at any time by [uninstalling the Software and destroying all copies in your possession or control / providing written notice to the Licensor].

12.4 The Licensor may terminate this Agreement immediately if you become insolvent, enter into bankruptcy or insolvency proceedings, or are unable to pay your debts as they fall due.

13. Effects of termination

13.1 Upon termination of this Agreement for any reason:

(a) all rights and licences granted to you under this Agreement shall immediately cease;

(b) you must immediately cease all use of the Software;

(c) you must delete or destroy all copies of the Software in your possession or control, including all back-up copies, and certify in writing to the Licensor that you have done so; and

(d) any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect, including clauses 4, 9, 10, 11, 13, and 16.

13.2 Termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination.

14. Export compliance

14.1 The Software may be subject to export control laws and regulations. You agree that you shall not export, re-export, or transfer the Software in violation of any applicable export control laws or regulations, including but not limited to UK export controls, EU export regulations, and US Export Administration Regulations.

14.2 You represent and warrant that you are not located in, or a national or resident of, any country that is subject to UK, EU, or US government embargo, and that you are not listed on any UK, EU, or US government list of prohibited or restricted parties.

15. General provisions

15.1 Entire agreement: This Agreement constitutes the entire agreement between you and the Licensor in relation to the Software and supersedes all previous agreements, arrangements, and understandings between you and the Licensor relating to the Software.

15.2 Variation: The Licensor reserves the right to modify this Agreement at any time. Any modifications shall be effective upon posting the modified Agreement [on the Licensor's website / within the Software]. Your continued use of the Software after such modifications constitutes your acceptance of the modified Agreement.

15.3 Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Waiver: No failure or delay by the Licensor in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

15.5 Assignment: You may not assign, transfer, or sublicence this Agreement or any of your rights or obligations under it without the prior written consent of the Licensor. The Licensor may assign or transfer this Agreement without your consent.

15.6 Third party rights: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16. Law and jurisdiction

16.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of [England and Wales].

16.2 Each Party irrevocably agrees that the courts of [England and Wales] shall have [exclusive / non-exclusive] jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

This document was created using a free template from SEQ Legal.