End User License Agreement (EULA)
PLEASE READ THIS END USER LICENSE AGREEMENT ("EULA" OR "AGREEMENT") CAREFULLY BEFORE USING THE SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ("USER" OR "LICENSEE") AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Agreement is effective as of Effective Date (the "Effective Date") and is entered into by and between:
Company Name, with its principal place of business at Company Address (hereinafter referred to as the "Licensor" or "Company"); and
The end user who accepts the terms of this Agreement (hereinafter referred to as the "Licensee" or "User").
This Agreement governs the use of the software application known as Software Name, version Software Version (the "Software"), including all updates, upgrades, and accompanying documentation. The Software is available at Company Website.
1. SOFTWARE DESCRIPTION.
The Software is described as follows: Software Description. The Software is designed to operate on the following platforms: Supported Platforms. The Company retains all right, title, and interest in and to the Software, including all intellectual property rights therein.
2. LICENSE GRANT AND RESTRICTIONS.
Subject to the terms and conditions of this Agreement and payment of the applicable license fee of $License Fee, the Company hereby grants to the Licensee a License Type, non-transferable, non-sublicensable, revocable license to install and use the Software on up to Max Users authorized device(s) or user seat(s) solely for the Licensee's personal or internal business purposes.
The Licensee shall NOT: (a) copy, modify, adapt, translate, or create derivative works of the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software; (c) rent, lease, loan, sell, sublicense, distribute, or otherwise transfer the Software to any third party; (d) remove, alter, or obscure any proprietary notices, labels, or marks on the Software; or (e) use the Software for any unlawful purpose or in violation of any applicable laws or regulations.
3. TERM AND TERMINATION.
This Agreement shall commence on the Effective Date and shall remain in effect for the duration of the License Type license period, unless earlier terminated in accordance with this Section.
The Company may terminate this Agreement immediately upon written notice if the Licensee breaches any term or condition of this Agreement. Upon termination, the Licensee shall immediately cease all use of the Software and destroy all copies of the Software in the Licensee's possession or control.
Sections relating to intellectual property ownership, limitation of liability, disclaimer of warranties, and governing law shall survive termination of this Agreement.
4. INTELLECTUAL PROPERTY.
The Software is protected by copyright laws and international treaty provisions. The Company retains all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. The Licensee acknowledges that the Software is licensed, not sold, and that this Agreement does not convey any ownership interest in the Software.
5. DISCLAIMER OF WARRANTIES.
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
6. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY.
IN ANY EVENT, THE COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY THE LICENSEE TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7. PRIVACY AND DATA COLLECTION.
The Licensee acknowledges that the Software may collect certain usage data and information in accordance with the Company's Privacy Policy available at Company Website. By using the Software, the Licensee consents to such data collection and processing as described in the Privacy Policy.
8. UPDATES AND MODIFICATIONS.
The Company may, at its sole discretion, provide updates, patches, or upgrades to the Software. The Company reserves the right to modify the terms of this Agreement at any time by providing notice to the Licensee. Continued use of the Software after such notice constitutes acceptance of the modified terms.
9. SUPPORT.
For technical support inquiries, the Licensee may contact the Company at Support Email. The Company shall use commercially reasonable efforts to respond to support requests but does not guarantee specific response times or resolution of all issues.
10. EXPORT COMPLIANCE.
The Licensee agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, and shall not export or re-export the Software to any prohibited country, entity, or person.
11. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect any other provision, and the remaining provisions shall continue in full force and effect.
12. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the Company and the Licensee with respect to the use of the Software and supersedes all prior and contemporaneous negotiations, understandings, representations, and agreements, whether written or oral.
13. GOVERNING LAW AND JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of the State of Governing State, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Governing State.
BY INSTALLING OR USING THE SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT THE LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
COMPANY:
Company Name
Name: Software Name
Date: Signature Date
Party 1
________________
Signature
Date: ________________
Party 2
________________
Signature
Date: ________________
What Is a End User License Agreement (EULA)?
An End User License Agreement (EULA) in the United States records the obligations the parties accept and the terms governing their arrangement.
EULAs derive their enforceability from contract law principles, though their validity has been extensively litigated. The landmark case ProCD, Inc. v. Zeidenberg (7th Cir. 1996) upheld shrink-wrap licenses, and the subsequent Specht v. Netscape Communications Corp. (2nd Cir. 2002) established that clickwrap agreements (requiring affirmative assent) are generally enforceable while browsewrap agreements (where terms are available via hyperlink) face greater scrutiny. Under the Copyright Act (17 U.S.C. Section 117), a software owner has certain rights to make backup copies and adaptations, but a EULA can define the user as a licensee rather than an owner, thereby restricting these rights as permitted by Vernor v. Autodesk (9th Cir. 2010).
The Digital Millennium Copyright Act (DMCA, 17 U.S.C. Section 1201) provides additional protection by prohibiting circumvention of technological protection measures, which works in conjunction with EULA restrictions on reverse engineering or decompilation. For software that processes personal data, the EULA must also address data handling practices in compliance with applicable privacy laws such as the California Consumer Privacy Act (CCPA) and, where applicable, the EU General Data Protection Regulation (GDPR).
When Do You Need a End User License Agreement (EULA)?
A EULA is required whenever software is distributed to end users, regardless of whether the software is sold commercially, offered as freemium, distributed as open-source with restrictions, or provided as a SaaS platform. Mobile application developers must include a EULA before listing on the Apple App Store (required by Apple's Developer Program License Agreement, Section 3.2) or Google Play Store.
Specific scenarios requiring a EULA include: launching a desktop or mobile application for consumer or enterprise use, deploying a SaaS product where users access software through a web browser, distributing software development kits (SDKs) or APIs to third-party developers, licensing proprietary software to enterprise clients under perpetual or subscription models, releasing beta or trial versions of software where the developer needs to disclaim liability for known defects, and white-labeling software for resellers who distribute it under their own brand.
Operating without a EULA exposes the developer to significant risks. Without explicit license restrictions, users may argue they have ownership rights under the first-sale doctrine (though this is limited for software under Vernor v. Autodesk). The absence of warranty disclaimers leaves the developer vulnerable to breach of warranty claims under UCC Article 2 implied warranties of merchantability and fitness for a particular purpose. Additionally, without limitation of liability clauses, the developer faces uncapped exposure for consequential and incidental damages arising from software defects or data loss.
What to Include in Your End User License Agreement (EULA)
A legally robust EULA must include several core provisions. First, the license grant clause defines the scope of permitted use, including the number of authorized users or installations, whether use is limited to a single device or transferable, and whether the license is perpetual or subscription-based. This clause should explicitly state that no ownership rights are transferred.
Second, usage restrictions must prohibit reverse engineering, decompilation, and disassembly (to the extent permitted by law, noting that the EU Software Directive allows decompilation for interoperability purposes), as well as unauthorized copying, modification, sublicensing, or distribution. Third, intellectual property provisions should assert the developer's exclusive ownership of all copyrights, trademarks, patents, and trade secrets embodied in the software, including any derivative works.
Fourth, warranty disclaimers should disclaim all implied warranties including merchantability and fitness for a particular purpose, typically using conspicuous ALL CAPS formatting as required by UCC Section 2-316. Fifth, limitation of liability clauses should cap the developer's total liability to the amount paid by the user for the license and exclude consequential, incidental, and indirect damages. Sixth, termination provisions must specify the conditions under which the license can be revoked, including material breach, and the user's obligations upon termination (such as deleting all copies). Seventh, a governing law and dispute resolution clause designates the applicable jurisdiction and whether disputes will be resolved through binding arbitration (subject to the Federal Arbitration Act, 9 U.S.C. Sections 1-16) or litigation. Finally, provisions addressing automatic updates, data collection practices, and export control compliance (under the Export Administration Regulations, 15 CFR Parts 730-774) round out a comprehensive EULA.
Sources & Citations
Statutory citations link to official government sources.
- California Consumer Privacy ActCA (US) official
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). End User License Agreement (EULA) (United States) [Legal document template]. Forms Legal. https://forms-legal.com/usa/business/intellectual-property/end-user-license-agreement-eula
"End User License Agreement (EULA) (United States)." Forms Legal, 2026, https://forms-legal.com/usa/business/intellectual-property/end-user-license-agreement-eula.
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year = {2026},
howpublished = {\url{https://forms-legal.com/usa/business/intellectual-property/end-user-license-agreement-eula}},
note = {Free legal document template. Based on Uniform Commercial Code (UCC)}
}Also available for these jurisdictions:
Frequently Asked Questions
Yes, a properly executed Eula is legally binding in United States when it meets the formal requirements established by applicable local law.
A valid Eula in United States requires: (1) legal capacity of the parties, (2) free and informed consent, (3) a lawful purpose, and (4) compliance with any formal requirements specified by local legislation.
While not always legally required, consulting a lawyer in United States is recommended to ensure compliance with all applicable laws and regulations.
In United States, electronic signatures are generally recognized for most contracts. However, certain types of documents may require wet signatures or notarization. Check local requirements.
Breach of a Eula in United States may result in damages, specific performance, or injunctive relief. The aggrieved party can seek remedies through the competent courts.
Yes, electronic signatures are legally valid under the E-SIGN Act (15 U.S.C. 7001) and the Uniform Electronic Transactions Act (UETA) adopted by most states.
The non-breaching party may seek remedies including compensatory damages, specific performance, injunctive relief, or termination. Remedies vary by state law.
Notarization requirements depend on the document type and state law. While not always required, notarization adds authentication and may be necessary for government filing.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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