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Software Licence Agreement

THIS SOFTWARE LICENCE AGREEMENT (the "Agreement") dated this ________ day of ________________, ________ (the "Execution Date")

BETWEEN:

_________________________ of _________________________
(the "Vendor")

OF THE FIRST PART

- AND -

_________________________ of _________________________
(the "Licensee")

OF THE SECOND PART

BACKGROUND:

The Vendor wishes to licence computer software to the Licensee and the Licensee desires to purchase the software licence under the terms and conditions stated below.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

Licence
Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable licence (the "Licence") to use __________ (the "Software").
"Software" includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.
Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a licence for use only and is not in any way a transfer of ownership rights to the Software.
The Software may be loaded onto no more than one computer. A single copy may be made for backup purposes only.
The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
Failure to comply with any of the terms under the Licence section will be considered a material breach of this Agreement.
Licence Fee
The purchase price of $__________ CAD paid by the Licensee will constitute the entire licence fee and is the full consideration for this Agreement.
Limitation of Liability
The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
Warrants and Representations
The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the licence to use this Software is not in violation of any other agreement, copyright or applicable statute.
Acceptance
All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") upon execution of this Agreement.
User Support
No user support or maintenance is provided as part of this Agreement.
Term
The term of this Agreement will begin on Acceptance and is perpetual.
Termination
This Agreement will be terminated and the Licence forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.
Force Majeure
The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
Governing Law
The Parties to this Agreement submit to the jurisdiction of the courts of the Province of Alberta for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Province of Alberta.
Miscellaneous
This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.
Notices
All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing:
_________________________: _________________________
_________________________: _________________________

IN WITNESS WHEREOF the parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.


	_______________________________ ______________________(Vendor)			_______________________________ ______________________(Licensee)

Question Help

EULA Document Preview

Document Preview About this Document

What is a Software Licence Agreement?

A Software Licence Agreement, commonly known as an End User Licence Agreement (EULA), is a contract that allows a user to buy the rights to use a computer program, software, or application. This agreement does not transfer ownership of the software but permits the buyer to use it according to certain terms and conditions.

An EULA often appears as a pop-up before or after you download a program or install an update on your computer. Software programs sold through a retailer or mail order may come with a physical copy of a licence agreement.

Whether it appears in digital or physical form, this agreement is important for software developers who want to maintain some control over the use and distribution of their intellectual property.

Who are the parties to an End User Licence Agreement?

The licensee (also known as the end-user, purchaser, or buyer) is the individual or organisation buying the rights to use a computer program, software, or application.
The vendor (also known as the licensor or publisher) is the individual or organisation selling the rights to use their product.

How do I write an EULA?

Fill out LawDepot’s Software Licence Agreement template to generate your personalised contract.

1. Specify information about the licensee and the vendor.

2. Detail when the licence takes effect and the length of the licence term.

3. Provide details about the product and its use, such as:

The licence fee
If the licence includes the software source code
The permitted number of installations
If the vendor offers maintenance and technical support
If the vendor will issue refunds for non-conforming software

The EULA may be effective perpetually (i.e. the licence does not expire) or for a specific time frame (e.g., one year). Use our template to specify the moment the user’s licence becomes effective, such as when the user:

Signs and accepts the agreement,
Opens the package seal, or
Registers or installs the software.

LawDepot’s EULA template also includes clauses to protect the vendor’s intellectual property and restrict the user from reverse-engineering or modifying the product.

What terms does a Software Licence Agreement include?

In addition to the licence terms mentioned above, LawDepot’s EULA template also addresses provisions such as:

Limitation of liability: limits the consequences a vendor may face if issues stem from the use of their software
Warrants and representations: clarifies copyright
Termination: outlines the process of termination if the end-user fails to comply with the agreement
Force Majeure: limits the vendor’s liability when problems arise from an unforeseen and uncontrollable event (e.g., if a natural disaster causes the product to malfunction)

If needed, you can add a clause that’s specific to your product and not already included in the template. For example, a vendor may need to detail further restrictions on the end-user because the product allows users to create content. In this case, the vendor may reserve the right to moderate content that meets certain criteria (e.g., “A non-exhaustive list of content that may be rejected by the Software Publisher includes…”).

When using LawDepot’s EULA template to write your own clause, follow these tips:

Use everyday language and full sentences.
Capitalize any defined terms, such as Licensee and Vendor.
Do not use pronouns (e.g. “we” and “they”) to refer to the parties in the agreement.

Contact a local attorney if you’re unsure how to address a particular use for your Software Licence Agreement.

What happens if someone violates the EULA?

A Software Licence Agreement often protects a vendor’s intellectual property rights by stating the licence is for use only and is not a transfer of ownership. Including an EULA with the distribution of software can provide some legal protections if the end-user violates the terms of the agreement. However, laws may vary by jurisdiction.

EULAs are unique because they are contracts that can (and often do) cross borders. As such, the vendor should review and consider how different jurisdictions enforce and uphold Software Licence Agreements.

Are EULAs enforceable?

Typically, if the EULA meets the criteria for a legally binding contract, then courts can enforce the terms of the agreement.

If the vendor becomes aware of misconduct, they can send a Cease and Desist Letter to request a stop to the behaviour and to warn of potential legal action. In a lawsuit, the vendor could use a signed copy of an EULA as evidence of the licensee’s agreement to abide by the software terms and conditions.

LawDepot’s EULA template contains a customizable term for governing law. Select a province for the enforcement of your agreement. In this case, if a dispute arises, both parties agree to abide by the laws and court rulings in that jurisdiction.

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