End-User License Agreement Template

Transfer of your copy. Where mandatory UK law gives you a non-excludable right to transfer or resell a copy of the Application, for example a perpetual license you acquired outright, the restriction on transfer above does not limit that right. If you transfer your copy, you must stop using it and delete or render unusable every copy you keep.

Transfer of your copy. Under EU law, where you have acquired a perpetual license to a copy of the Application for a one-off fee, the distribution right in that copy may be exhausted and you may resell it (Court of Justice of the EU, UsedSoft v Oracle, C-128/11). To the extent that right applies, the restriction on transfer above does not limit it, provided you stop using the Application and make every copy you keep unusable before the transfer.

Updates, upgrades, and support. We may, but are not obligated to, provide Updates. Some Updates may be required for the Application to keep functioning or to remain secure, and, where the Application is configured to do so, Updates may download and install automatically; you consent to this automatic delivery. Updates are governed by this Agreement unless we provide separate terms with them. Any support, maintenance, or service levels are provided only if separately described or agreed in writing, and we may change or discontinue support for older versions.

Fees, renewal, and refunds. If the Application is paid, you agree to pay {License Fee}, together with all applicable taxes, and fees that have accrued before termination remain payable. Where the license is offered on a subscription basis, it renews automatically for successive periods at the then-current price unless you cancel before the renewal date, and we will disclose the price and renewal frequency before you buy and, where the law requires, send a renewal reminder and an easy way to cancel. Except where required by law or expressly stated, fees are non-refundable; where we offer a refund, the window is {Refund Period} from the date of the charge, and if you are a Consumer in the UK or EU your statutory cancellation and refund rights for digital content are not affected. (Auto-renewal and cancellation rules differ by region: US state automatic-renewal laws, the UK Consumer Contracts Regulations 2013, and the EU Consumer Rights Directive. Match this to where your customers are.)

US Government end users. The Application is "commercial computer software" and the Documentation is "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Consistent with FAR 12.212 and DFARS 227.7202, any use, modification, reproduction, release, performance, display, or disclosure of the Application by the US Government is governed solely by the terms of this Agreement, and all other use is prohibited.

Your statutory rights as a user. Nothing in these restrictions prevents you from doing anything you have a non-excludable right to do under UK law as a lawful user of the Application, including making a back-up copy where necessary for your use, observing, studying, or testing how the Application works to understand the ideas behind it, and decompiling it to achieve interoperability within the limits the Copyright, Designs and Patents Act 1988 allows.

Your statutory rights as a user. Nothing in these restrictions prevents you from exercising rights that EU law gives a lawful user and that cannot be excluded by contract, including making a back-up copy where necessary for your use, observing, studying, or testing how the Application works to understand the ideas and principles behind it, and decompiling it to achieve interoperability, in each case within the limits of the Software Directive (2009/24/EC).

Export controls and sanctions. The Application may be subject to export-control and sanctions laws, including those of the United States (such as the Export Administration Regulations and the regulations of the Office of Foreign Assets Control) and of the European Union and the United Kingdom. You represent that you are not located in, and will not use or export the Application to, any country or person subject to applicable embargoes or restrictions, and that you are not on any restricted-party or denied-party list. You agree to comply with all applicable export and sanctions laws.

Third-party and open-source components. The Application may include third-party or open-source software that is provided under its own license terms. Those terms are incorporated into this Agreement by reference, and to the extent they conflict with this Agreement in respect of the relevant component, the third-party or open-source terms govern that component. A list of these components and their notices is available within the Documentation or from {Company Name} on request. We provide third-party components without warranty, to the extent the relevant license allows.

Consumers (UK). If you are a Consumer, we will end this Agreement for your breach only where the breach is material and, where the breach can be put right, only after we have asked you to put it right within a reasonable time and you have failed to do so. This does not affect your own right to end the Agreement at any time or any of your statutory rights.

Consumers (EU). If you are a Consumer, we will terminate this Agreement for your breach only where the breach is serious and, where it can be remedied, only after giving you notice and a reasonable opportunity to remedy it. This does not affect your own right to end the Agreement or your mandatory rights under the law of the member state where you live.

United States. To the fullest extent permitted by law, we and our licensors disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or arising from course of dealing or usage of trade, including the implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. We do not warrant that the Application will meet your requirements, be available on an uninterrupted, timely, secure, or error-free basis, or that any defect will be corrected. No advice or information, whether oral or written, creates any warranty. Some jurisdictions do not allow the exclusion of implied warranties, so some of these exclusions may not apply to you, and you may have other rights that vary by jurisdiction. (Some lawyers set this section and the Limitation of Liability below in ALL CAPS so they are "conspicuous" under UCC § 2-316. Bold text like this is increasingly accepted, but consider caps for maximum enforceability with US users.)

United Kingdom. If you are a Consumer, you have statutory rights under the Consumer Rights Act 2015, including that digital content must be of satisfactory quality, fit for any particular purpose you made known to us, and as described. Nothing in this Agreement excludes or limits those rights, and any disclaimer in this section applies only so far as the Consumer Rights Act allows. If you are a business user, the Application is provided as is, and to the fullest extent permitted by law we exclude all implied terms, conditions, warranties, and representations, including those implied by the Supply of Goods and Services Act 1982.

European Union. If you are a Consumer, you are entitled to a legal guarantee of conformity for digital content and digital services under Directive (EU) 2019/770 and the national law implementing it, and the Application must conform both to this Agreement and to the objective requirements set by that law. We remain liable where the Application does not conform, and you keep all mandatory remedies, including having the Application brought into conformity, a proportionate price reduction, or termination of the contract. Nothing in this Agreement excludes or limits those rights, and any disclaimer applies only to the extent the law permits. If you are a business user, we provide the Application as is and exclude all implied warranties to the fullest extent the law allows.

United States. To the fullest extent permitted by law: (a) in no event will {Company Name} or its licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, or goodwill, however caused and on any theory of liability, even if advised of the possibility; and (b) the total aggregate liability of {Company Name} for all claims arising out of or relating to the Application or this Agreement will not exceed the greater of the amount you paid for the Application in the twelve (12) months before the event giving rise to the claim or {Liability Cap}. These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you.

United Kingdom. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. Subject to that: if you are a Consumer, we are liable for loss or damage that is a foreseeable result of our breach or our negligence, but not for loss that is not foreseeable or that arises from your use of the Application for business purposes; if you are a business user, we exclude all indirect and consequential loss and any loss of profits, revenue, data, or goodwill, and our total liability arising out of or relating to this Agreement is limited to the fees you paid for the Application in the twelve (12) months before the claim. These provisions are subject to the Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015.

European Union. Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence, for damage caused intentionally or by gross negligence, for fraud, or for any liability that cannot be excluded or limited under mandatory law, including the Product Liability Directive. Subject to that, and to the fullest extent permitted by law, we are not liable for indirect or consequential loss or for any loss of profits, revenue, data, or goodwill, and for any other loss our liability is limited to damage that was reasonably foreseeable when you accepted this Agreement. Your mandatory rights as a Consumer, including the conformity remedies referred to above, are not affected.

Our handling of personal information is also subject to the US privacy laws that apply to you, which may include the California Consumer Privacy Act (as amended by the CPRA) and other state privacy laws. Where we process personal information on your behalf as a service provider, a separate data processing addendum may apply.

That processing is also governed by the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf, a separate data processing agreement under Article 28 of the UK GDPR may apply.

That processing is also governed by the General Data Protection Regulation (GDPR). Where we process personal data on your behalf, a separate data processing agreement under Article 28 of the GDPR may apply.

Governing law and courts. This Agreement is governed by the laws of {Governing Law}, without regard to its conflict-of-laws rules. Subject to any arbitration provision below, you and we submit to the exclusive jurisdiction of {Jurisdiction}.

Governing law and courts. This Agreement is governed by the law of {Governing Law}. You and we submit to the exclusive jurisdiction of {Jurisdiction}. If you are a Consumer, you also benefit from any mandatory consumer-protection provisions of the part of the UK where you live, and you may bring proceedings in your local courts.

Governing law and courts. This Agreement is governed by the laws of {Governing Law}. If you are a Consumer, this choice does not deprive you of the protection of the mandatory law of the EU member state where you live, and you may bring proceedings in the courts of that member state. The European Commission's Online Dispute Resolution platform is available at https://ec.europa.eu/consumers/odr.

Binding arbitration. (Optional and US-focused. Arbitration is not enforceable in every jurisdiction or for every claim and is generally not appropriate for consumers in the EU or UK. Include only after legal review.) Except for the excluded claims below, any dispute arising out of or relating to this Agreement that is not resolved informally will be settled by binding individual arbitration administered by the American Arbitration Association under its applicable rules. Judgment on the award may be entered in any court with jurisdiction. Excluded claims: either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect its intellectual property. Opt-out: you may reject this arbitration agreement by sending written notice to {Email Address} within 30 days of first accepting this Agreement, in which case the courts named above will govern your disputes.

Class-action waiver. (Optional and US-focused. Most enforceable when enabled together with the arbitration clause above. Enforceability varies by jurisdiction; include only after legal review.) To the maximum extent permitted by law, you and we agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any class, collective, or representative proceeding.

Consumers (UK). If you are a Consumer, we will change this Agreement only for a valid reason, such as to reflect a change in the law, in the Application, or in our costs of providing it. We will give you reasonable advance notice of any change that affects you, and if a change is to your disadvantage you may end this Agreement before it takes effect without penalty.

Consumers (EU). If you are a Consumer, we will change this Agreement only for a valid reason stated here, such as a change in the law, in the Application, or in our costs, and only with reasonable advance notice. If a change significantly and to your disadvantage alters this Agreement, you may end it before the change takes effect without penalty, and your mandatory rights under the law of the member state where you live are not affected.

App store additional terms. If you obtained the Application through a third-party app store or distribution platform (each a "Store", such as the Apple App Store or Google Play), the following also applies:

• This Agreement is between you and {Company Name} only, and not with the Store. The Store is not responsible for the Application or its content.
• The license granted to you is limited to use of the Application on any device that you own or control and as permitted by the Store's usage rules.
• {Company Name}, and not the Store, is solely responsible for the Application, for any maintenance and support, and for addressing any claims relating to the Application, including product-liability, legal, regulatory, or intellectual-property claims, to the extent required by law.
• In the case of Apple, you acknowledge that Apple and its subsidiaries are third-party beneficiaries of this Agreement and may enforce it against you. If the Application fails to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price; to the maximum extent permitted by law, Apple has no other warranty obligation for the Application.
• You represent that you are not located in an embargoed country or on a restricted-party list, and that you will comply with the Store's terms when using the Application.

Signature blocks. (For negotiated or enterprise licenses accepted by signature rather than clickwrap.)

{Company Name}

Signature: ______________________

Name: ______________________

Title: ______________________

Date: ______________________

Licensee

Signature: ______________________

Name: ______________________

Title: ______________________

Date: ______________________