End-User License Agreement - Template, Sample Form Pro · US-law

END-USER LICENSE AGREEMENT

IMPORTANT: PLEASE READ THIS DOCUMENT CAREFULLY IN ITS ENTIRETY BEFORE INSTALLING OR USING THE SOFTWARE

This End-User License Agreement (the “Agreement”) is a legally binding contract between you, as an end user of the Software (the “End User” or “you”), and ________, a ________ organized under the laws of ________, with its principal place of business at ________ (the “Company,” “we,” “us,” or “our”). The Company and the End User may be referred to individually as a “Party” and collectively as the “Parties.” This Agreement is effective as of the date you first access, download, install, or use the Software (the “Effective Date”).

This Agreement governs your use of all software products made available by the Company (the “Software”), specifically:

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ACCEPTANCE. BY ACCESSING, DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SOFTWARE AND MUST IMMEDIATELY CEASE ALL USE.

§ 1. GRANT OF LICENSE. Subject to your continuous compliance with all of the terms and conditions of this Agreement, and conditioned upon payment of all applicable License Fees, the Company hereby grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Software solely for your own lawful purposes (the “License”).

(a) The License extends to the use of documentation, data, or information developed by the Company and other materials that may assist in your use of the Software.

(b) The License may not be used for any business or commercial purpose except as expressly permitted under a separate written agreement executed by the Company.

(c) The License may not be transferred, assigned, or sublicensed to any third party without the express prior written consent of the Company.

(d) The Software is licensed, not sold. The Company and its licensors retain all right, title, and interest in and to the Software not expressly granted herein.

This License applies to all lawful End Users of the Software unless a separate written agreement has been executed between you and the Company.

§ 2. LICENSE FEE. The License is provided for a fee in conjunction with the acquisition of the Software (the “License Fee”), in the amount of ________, which fee will be displayed to you prior to your acquisition of the Software. All fees are exclusive of applicable taxes, which are your responsibility, and are non-refundable except as required by applicable law.

§ 3. RESTRICTIONS. The License granted hereunder is subject to the following additional restrictions:

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§ 4. ADDITIONAL LICENSES. The following additional licenses may be available in relation to the Software:

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§ 5. ADDITIONAL TERMS. Additional terms may govern the Parties’ relationship, including the Company Terms & Conditions or Terms of Use, the Company Privacy Policy, and any other written agreements governing your relationship with us. Nothing in this Agreement is intended to restrict the terms of any other applicable written agreement; instead, all relevant documents shall be construed together as broadly as possible. In the event of an irreconcilable conflict, the document most specific to the subject matter shall control.

§ 6. INTELLECTUAL PROPERTY. You agree that the Software, the Company website, and all services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (the “Company IP”). You agree that the Company owns all right, title, and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce, distribute, modify, or create derivative works of the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks, or Uniform Resource Locators (URLs), without the express prior written permission of the Company.

§ 7. ACCEPTABLE USE. You agree not to use the Software for any unlawful purpose or any purpose prohibited under this Section. You agree not to use the Software in any way that could damage the Company website, services, or general business of the Company. You further agree not to use the Software:

(a) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;

(b) To violate any intellectual property rights of the Company or any third party;

(c) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

(d) To perpetrate any fraud;

(e) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

(f) To publish or distribute any obscene or defamatory material;

(g) To publish or distribute any material that incites violence, hate, or discrimination towards any group; or

(h) To unlawfully gather information about others.

§ 8. REVERSE ENGINEERING & SECURITY. Except to the extent such restriction is prohibited by applicable law, you agree not to undertake any of the following actions:

(a) Reverse engineer, decompile, disassemble, or attempt to reverse engineer or derive the source code of the Software or any code within or related to the Software or the Company website;

(b) Violate the security of the Software through any unauthorized access, circumvention of encryption or other security tools, data mining, or interference with any host, user, or network;

(c) Copy or otherwise distribute copies of the Software unlawfully, including through any peer-to-peer network or other intellectual property circumvention tool.

§ 9. EXPORT COMPLIANCE. You acknowledge that the Software may be subject to U.S. export control laws, including the U.S. Export Administration Regulations and economic sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or on any list of restricted parties to which the export, re-export, or transfer of the Software is prohibited, and that you will not use or export the Software in violation of applicable law.

§ 10. PRIVACY. The Company’s collection and use of personal information in connection with the Software is described in the Company Privacy Policy. By using the Software, you consent to such collection and use in accordance with the Privacy Policy and applicable law.

§ 11. MAINTENANCE & SUPPORT. This License includes such Software maintenance and support as the Company may make generally available from time to time. Please contact the Company for assistance. The Company is under no obligation to provide updates, upgrades, or new releases unless expressly agreed in writing.

§ 12. TERM & TERMINATION. This Agreement is effective as of the Effective Date and continues until terminated. This Agreement and the License granted hereunder terminate automatically, without notice, upon your cessation of use of the Software or upon your breach of any term of this Agreement. The Company may terminate or suspend the License at any time, with or without cause, to the extent permitted by law. Upon termination, you must immediately cease all use of the Software and destroy all copies in your possession or control. Sections that by their nature should survive termination, including Sections 6, 13, 14, 15, 16, 17, and 21, shall survive.

§ 13. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to your use or misuse of the Software, your breach of this Agreement, or your conduct or actions. The Company may, at its option, select its own legal counsel and participate in its own defense.

§ 14. SPAM POLICY. You are strictly prohibited from using the Software or any of the Company’s services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass unsolicited commercial emails, in violation of the CAN-SPAM Act of 2003 or any other applicable law.

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§ 17. DISPUTE RESOLUTION & GOVERNING LAW. All disputes will be resolved as provided for in the Company’s Terms & Conditions or Terms of Service. Should the Company not maintain a live version of any Terms document or other user-facing provision covering dispute resolution and governing law, this Agreement and any matter or dispute relating to or arising from this Agreement or the Company’s relationship with the End User shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles. The Parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in ________.

§ 18. ASSIGNMENT. This Agreement and the rights granted hereunder may not be assigned, sold, leased, or otherwise transferred in whole or in part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased, or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to the benefit of any permitted assignees, administrators, successors, and executors.

§ 19. HEADINGS FOR CONVENIENCE ONLY. Headings of parts and sub-parts under this Agreement are for convenience and organization only and shall not affect the meaning of any provisions of this Agreement.

§ 20. NO AGENCY, PARTNERSHIP, OR JOINT VENTURE. No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to any third party.

§ 21. SEVERABILITY. In the event that any provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, that provision shall be deemed severed from the Agreement and shall not affect the validity and enforceability of the remaining provisions. The Agreement shall otherwise remain in full force and effect, and the unenforceable provision shall be modified or interpreted to the extent necessary to render it valid and enforceable while preserving the original intent of the Parties as closely as possible.

§ 22. FORCE MAJEURE. The Company is not liable for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, riots, embargoes, pandemics, governmental actions, failures of telecommunications or utilities, acts of nature and natural disasters, and other acts due to unforeseen circumstances.

§ 23. U.S. GOVERNMENT END USERS. The Software is a “commercial item” as defined in 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation.” Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, U.S. Government end users acquire the Software with only those rights set forth in this Agreement.

§ 24. ENTIRE AGREEMENT; WAIVER; AMENDMENT. This Agreement, together with any documents incorporated by reference, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings. No waiver of any provision shall be effective unless in writing, and no failure to enforce any provision shall constitute a waiver. The Company may modify this Agreement from time to time, and your continued use of the Software following notice of such changes constitutes acceptance of the revised terms.

§ 25. ELECTRONIC COMMUNICATIONS PERMITTED. Electronic communications are permitted to both Parties under this Agreement, including by e-mail or facsimile, and you consent to receive communications electronically in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act). For any questions or concerns, please contact us at: ________.