A template end-user licence agreement (EULA) for software, accepted by the user clicking to agree ("click-wrap"), governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - For a click-wrap agreement to bind the user, present the full terms before use and require a clear, affirmative action to accept (for example, ticking a box or clicking "I agree"), not a pre-ticked box. - If your users are consumers, additional consumer law applies (the Consumer Rights Act 2015 has specific rules for digital content, and you cannot rely on unfair terms). This template suits business users; take advice for a consumer-facing version. - Have a solicitor review before use, especially the warranty and liability clauses.
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END USER LICENCE AGREEMENT for [SOFTWARE NAME]
IMPORTANT, READ BEFORE USING. By clicking "I agree" below, you ("Licensee") agree to this Agreement with [LICENSOR NAME] ("Licensor") in respect of [SOFTWARE NAME] (the "Software"). If you do not agree, do not click "I agree" and do not install or use the Software.
1. Licence grant. The Licensor grants the Licensee a non-exclusive, non-transferable licence to install and use the Software for the Licensee's [internal business / personal] purposes, on [NUMBER] device(s), in accordance with this Agreement and any [subscription/order].
2. Restrictions. The Licensee must not: copy the Software except as necessary for permitted use; sell, rent, sub-licence or distribute it; reverse-engineer, decompile or modify it except as the law allows; remove proprietary notices; or use it unlawfully.
3. Ownership. The Software and all intellectual property rights in it remain the property of the Licensor (or its licensors). The Licensee receives only the licence in clause 1 and acquires no ownership of the Software.
4. Updates and support. [The Licensor may provide updates and support on the terms of [the support policy] / No support is included except as separately agreed.]
5. Warranty and disclaimer. The Licensor warrants that the Software will perform substantially as described in its documentation for [PERIOD]. Otherwise, to the fullest extent permitted by law, the Software is provided "as is" and the Licensor excludes all other warranties.
6. Liability. Nothing in this Agreement excludes liability that cannot lawfully be excluded (including for death or personal injury caused by negligence, or for fraud). Subject to that, the Licensor's total liability is limited to [£[AMOUNT] / the fees paid in the preceding 12 months], and the Licensor is not liable for indirect or consequential loss or loss of profits, data or business.
7. Term and termination. This Agreement lasts until terminated. It ends automatically if the Licensee breaches it; on termination, the Licensee must stop using and delete the Software.
8. Data protection. Where the Software processes personal data, each party will comply with the UK GDPR and the Data Protection Act 2018.
9. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Acceptance: Acceptance of this Agreement is constituted by clicking "I agree" above. Merely installing or using the Software without that affirmative step does not constitute acceptance under this click-wrap mechanism.
--- This template is a starting point and not legal advice. Consumer-facing software needs extra protections under the Consumer Rights Act 2015, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.