Proprietary Software License Agreement Example

Proprietary Software License Agreement Example

Licensor shall not be liable for any claim of infringement based on (a) the use of a superseded or modified version of the Software if a breach would have been avoided by the use of a current or unmodified version of the Software provided by Licensor to Licensee; or (b) the combination, operation or use of the Software with software, hardware or other materials not provided by Licensor. EULAs are used to define the extent to which the software can be used, cannot be used, and what rights the purchaser of the software application may or may not have. They are usually submitted to users for review during the installation or configuration phase of the software and must be approved before the installation is complete. Clickwrap means that users actively click on something, whether it`s a checkbox or a radio button, to show that they clearly agree with something. Here`s an example of how you can get users to click a radio button to view consent: 10. This License Agreement is the entirety and exclusive agreement between Licensor and Licensee with respect to this Software. This License Agreement supersedes and supersedes all prior negotiations, transactions and agreements between Licensor and Licensee with respect to this Software. While most of this information can be included in a standard contract, an EULA for software and application developers is more industry-specific and tends to be the preference. It`s up to you. Many companies have both, with the EULA dealing exclusively with the license and the terms and conditions dealing with everything else. Your EULA, like other legal agreements, is only valid if it has actually been agreed. If your users can claim that they never accepted this, you`ll probably have a harder time enforcing your clauses against them if you ever have to. If you`re primarily deploying software through a browser, but the software has been downloaded, you`ll probably need a subscription agreement because you`re really in the SAAS industry.

However, if you primarily provide downloaded software but certain services are provided (. B for example, support, maintenance, training, or web services), you`ll likely need an EULA because you`re licensing your software. In addition, some models may be more of a true hybrid, with a SAAS agreement for your online subscription service and then an EULA for the software downloaded and used with the subscription service. An EULA is important for software developers because when someone installs, downloads, or uses a copy of your software application on their computer or mobile device, they are essentially making a copy of the copyrighted software. This legal agreement imposes limitations and responsibilities associated with the personal use of this copyrighted software. 2. Licensee acknowledges that this is only a limited and non-exclusive license. Licensor is and remains the owner of all title, rights and interest in and to the Software.

For example, the following clause allows the Company, “in its sole and absolute discretion, at any time and for any reason or no reason, to suspend or terminate this License and the rights granted.” EUAS is more standard on these types of businesses, as these companies grant their customers licenses for limited use, unlike an ecommerce store that doesn`t. In addition to restrictions on how the software can be used, the creation of software license agreements should also take into account geographical restrictions on where the software can be used. Most licensors limit the use of the software to a specific country or website. Failure to limit the use of the Software to a specific country or geographic location may also result in a number of export issues. In addition, the limitation of geographical scope is closely linked to the offsetting of intellectual property rights. Failure to include a geographical restriction on the use of the Licensed Software may extend the scope of compensation granted by Licensor. This section refers to the limitations of liability in connection with the Software. In addition, insurance regulations are important if the software provider allows its staff to work on-site at the customer`s site. This is a specific type of liability risk that may also need to be addressed. Except as otherwise provided in Schedule 4.9(2), Seller is not aware of any written claim made to Seller or any of its affiliates in the past two (2) years that the use of its own equipment or software applications licensed to Buyer or Purchasers designated in accordance with Nortel`s Proprietary Software License Agreement will infringe the intellectual property rights of third parties by the Seller or one of its affiliates.

An effective and comprehensive EULA ensures that everyone who uses your desktop or mobile app is aware that the user`s rights only go up to a certain point and that you continue to maintain control of the software and who uses it. Alternatively, if you purchase a physical copy of the Software (for example. B on a CD) in an electronics store, the EULA may appear in the field as a paper document or manual. The EULA usually dictates how a user can or cannot use the app. While this clause sets out specific limitations related to the license agreement, a user may also be informed that by accepting an EULA, the user also agrees to comply with the terms of other agreements, such as . B an agreement with terms and conditions or a privacy policy. In any license agreement, it is also important to include a provision that grants the licensee financial reimbursement if a “repair or replacement” remedy fails its essential purpose. If a court finds that the Licensor`s warranty “has failed in its essential purpose”, i.e.

The Licensor has not provided licensee with a viable remedy, some courts will set aside the Licensee`s contractually agreed exclusion of consequential damages, which may result in unlimited liability on behalf of Licensor. In addition to specifying applicable law, your license agreement may include dispute resolution provisions ranging from binding arbitration, voluntary mediation, escalating issues to senior management within the parties` organizations, or waiving a jury trial when the issues are brought before the courts. You want to ensure that your valuable inventions and/or intellectual property are properly protected against counterfeiting or misuse. The creation of a software license agreement is such a guarantee. Contact a local contract attorney to have your software license agreement reviewed and discuss how he or she can help you protect your rights. To protect yourself legally, all of your company`s software must be covered by a license agreement. A software license agreement, also known as an “end user” license agreement, is a legally binding agreement between the owner of the proprietary software (in this case, your company) and the end user (your customer). The Agreement describes how the Software may or may not be used, in addition to a summary of the User`s rights under U.S.

federal law. These agreements are usually displayed when the user installs software and require the user to click “Accept” to access the software. It is important that the software developer retains the rights to terminate the license in the event of a usage violation or other problems. These clauses are usually absolute and grant very strong rights to the provider or licensor of the application and not to the end user. 1. This is an agreement between Licensor and Licensee authorized to use such Software. Licensors must take care to limit the duration of the guarantee they give. Many licensees require a one-year warranty. This poses a hidden risk to Licensor, as Licensee may terminate the License Agreement during the Warranty Period and request a refund if Licensor suffers a material breach.

A shorter warranty, accompanied by a maintenance period provided under a properly formulated and separate maintenance contract, can solve this problem. An EULA is narrower and deals exclusively with the conditions for granting a license. All clauses of the EULA refer to the license itself in relation to other aspects of the customer`s business relationship found in an agreement with the terms and conditions. Typically, you can only find an EULA with companies that deal with software, SaaS, or mobile applications. The first paragraph of each story should follow the convention of “who, what, when and where.” A well-drafted license agreement will also follow this methodology. We will ensure that the business elements of the business (what is allowed, the cost of the license, as well as the scope and duration of the license) are included right after the definition section. You`ll be happy to know that the most important business elements of the store are addressed near the beginning of the deal, so you don`t have to skip page by page to find the software price or payment terms. An EULA is not required by law. However, these are important agreements for software and application developers for a number of reasons. Licensor grants Licensee a non-exclusive, non-transferable license to (1) use the Software and Documentation solely for its internal operations on the Site(s) and intended environment, and (2) copy the Software and Documentation for archival or backup purposes only, provided that all title, trademarks and copyrights, Notices of ownership and limited rights are reproduced in all such copies. and that all copies are subject to the terms of this Agreement.

These clauses relate to licensing, restrictions on use, information about violations, termination of licenses, and exclusions and limitations of liability. If you have other legal agreements that include restrictions on how you use your app, it`s a good idea to place links to all agreements near your license agreement information, as any legal agreement may relate to the following. .