[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-end-user-software-license-agreement-b2c-D792":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"END USER SOFTWARE LICENSE AGREEMENT NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6 AND 7; AND LIABILITY IN SECTION 8. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE ON TANGIBLE MEDIA (e.g. CD) WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF THE AMOUNT YOU ORIGINALLY PAID IF YOU: (A) DO NOT USE THE SOFTWARE AND (B) RETURN IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE. Definitions When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Licensor\" means [YOUR COMPANY NAME], with its main address located at [YOUR COMPLETE ADDRESS]. \"Software\" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) [YOUR COMPANY NAME] or third party computer information or software; (ii) digital images, stock photographs, clip art, sounds or other artistic works (\"Stock Files\"); (iii) related explanatory written materials or files (\"Documentation\"); and (iv) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by [YOUR COMPANY NAME] (collectively, \"Updates\"). \"Use\" or \"Using\" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. \"Licensee\" means You or Your Company, unless otherwise indicated. \"Permitted Number\" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by [YOUR COMPANY NAME]. \"Computer\" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. Software License As long as you comply with the terms of this End User License Agreement (the \"Agreement\"), [YOUR COMPANY NAME] grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation. Some third party materials included in the Software may be subject to other terms and conditions, which are typically found in a \"Read Me\" file located near such materials. General Use You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers; or Server Use You may install one copy of the Software on your computer file server for the purpose of downloading and installing the Software onto other computers within your internal network up to the Permitted Number or you may install one copy of the Software on a computer file server within your internal network for the sole and exclusive purpose of using the Software through commands, data or instructions (e.g. scripts) from an unlimited number of computers on your internal network. No other network use is permitted, including but not limited to, using the Software either directly or through commands, data or instructions from or to a computer not part of your internal network, for internet or web hosting services or by any user not licensed to use this copy of the Software through a valid license from [YOUR COMPANY NAME]; and Backup Copy You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 6. Home Use You, as the primary user of the computer on which the Software is installed, may also install the Software on one of your home computers. However, the Software may not be used on your home computer at the same time the Software on the primary computer is being used. Stock Files Unless stated otherwise in the \"Read-Me\" files associated with the Stock Files, which may include specific rights and restrictions with respect to such materials, you may display, modify, reproduce and distribute any of the Stock Files included with the Software. However, you may not distribute the Stock Files on a stand-alone basis, i.e., in circumstances in which the Stock Files constitute the primary value of the product being distributed. Stock Files may not be used in the production of libelous, defamatory, fraudulent, lewd, obscene or pornographic material or any material that infringes upon any third party intellectual property rights or in any otherwise illegal manner. You may not claim any trademark rights in the Stock Files or derivative works thereof. Limitations To the extent that the Software includes [YOUR COMPANY NAME] [SOFTWARE] software, (i) you may customize the installer for such software in accordance with the restrictions found at [WEBSITE] (e.g., installation of additional plug-in and help files); however, you may not otherwise alter or modify the installer program or create a new installer for any of such software, (ii) such software is licensed and distributed by [YOUR COMPANY NAME], and (iii) you are not authorized to use any plug-in or enhancement that permits you to save modifications to a [FORMAT] file with such software; however, such use is authorized with [YOUR COMPANY NAME], [YOUR COMPANY NAME] [SOFTWARE], and other current and future [YOUR COMPANY NAME] products. For information on how to distribute [SOFTWARE] please refer to the sections entitled \"How to Distribute [SOFTWARE]\" at [WEBSITE]. Intellectual Property Rights The Software and any copies that you are authorized by [YOUR COMPANY NAME] to make are the intellectual property of and are owned by [YOUR COMPANY NAME] and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of [YOUR COMPANY NAME] and its suppliers. The Software is protected by copyright, including without limitation by [COUNTRY] Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 (\"Software License\"). Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested [YOUR COMPANY NAME] to provide the information necessary to achieve such operability and [YOUR COMPANY NAME] has not made such information available. [YOUR COMPANY NAME] has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by [YOUR COMPANY NAME] or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the [YOUR COMPANY NAME] Customer Support Department. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. 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WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: Definitions The following definitions shall apply to this Agreement: \"Software\" means the computer programs and documentation listed in Schedule A attached to this Agreement. \"Install\" means placing the Software on a computer's hard disk, CD-ROM or other secondary storage device. \"Derivative Works\" means a work that is based upon one or more preexisting works, such as a revision, modification, translation, abridgment, condensation, expansion or any other form in which such a preexisting work may be recast, transformed or adapted, and that, if prepared without authorization by the owner of the preexisting work, would constitute copyright infringement. \"Use\" means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes. \"Territory\" means [SPECIFY TERRITORY] Software License [PERPETUAL LICENSE] Licensor hereby grants to Licensee a perpetual, non-exclusive license to use the Software and Documentation (collectively, the \"Software System\"), subject to the terms and conditions hereinafter set forth. This License is effective when executed by both parties and the license granted to the Software remains in force until Licensee stops using the Software or until Licensor terminates this License because of Licensee's failure to comply with any of its terms and conditions. OR [TERM OF YEARS] This License is effective when executed by both parties and will last for a term of [NUMBER] years. [OPTIONAL:] Thereafter, this License shall automatically be renewed for successive [NUMBER] year terms unless Licensee gives Licensor written notice at least [NUMBER] days before the day on which the license or renewal would expire of its intention not to renew this License. (AND) [SINGLE USER/CPU LICENSE] Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on one single user computer in its possession, provided the Software is in use on only one computer at any time. The Software is \"in use\" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer--for example, a hard disk, CD-ROM or other storage device. If the Software is permanently installed on the hard disk or other storage device of a computer (other than a network server) and one person uses that computer more than [%] of the time, then that person may also use the Software on a portable or home computer. OR [MULTIPLE STANDALONE COMPUTERS] Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on up to [NUMBER] of single-user computers in its possession. OR [SITE LICENSE] Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on any computer located at [FULL ADDRESS], provided such computers cannot be accessed from outside the site by a telecommunications network or otherwise. OR [NETWORK LICENSE] Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on the Local Area Network currently operating at the following site: [ADDRESS], provided the total number of users who have access to the Software at any time does not exceed [NUMBER]. License Fee As consideration for the perpetual license to use the Software System granted to Licensee herein, Licensee shall pay to Licensor the total sum of [AMOUNT], pursuant to the Payment Schedule set forth in Schedule C. LICENSEE'S RIGHTS AND OBLIGATIONS Licensee may either: Make one copy of the Software solely for backup or archival purposes, or Transfer the Software to a single hard disk, provided Licensee keep the original solely for backup or archival purposes. The Software and Documentation are protected by [COUNTRY] copyright laws and international treaties. Licensee must treat the Software and Documentation like any other copyrighted material - for example a book. Licensee may not: Copy the Documentation Copy the Software except to make archival or backup copies as provided above Modify or adapt the Software or merge it into another program Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software Place the Software onto a server so that it is accessible via a pubic network such as the Internet Sublicense, rent, lease or lend any portion of the Software or Documentation. LIMITED WARRANTY Licensor warrants that for a period of [NUMBER] of days after delivery of the Software to Licensee: The physical media on which this copy of the Software is distributed will be free from defects in materials and workmanship under normal use, and The Software will perform in substantial accordance with the Documentation. To the extent permitted by law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether Licensor knows or had reason to know of Licensee particular needs. No employee, agent, or distributor of Licensor is authorized to modify this warranty, nor to make any additional warranties. LIMITED REMEDY Licensor entire liability and Licensee exclusive remedy shall be: The replacement of any CD-ROM(s) or other media not meeting the Limited Warranty which is returned to Licensor or to an authorized Dealer or Distributor with a copy of Licensee's receipt, or If Licensor or an authorized Dealer or Distributor are unable to deliver a replacement CD-ROM(s) or other media that is free of defects in materials or workmanship, Licensee may terminate this Agreement by returning the Software and Documentation and Licensee's money will be refunded. IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF LICENSOR OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. Representations and Warranties Licensor hereby represents and warrants to Licensee that: Licensor is the owner of all right, title and interest, including copyright, in all the Licensed Materials, or has the authority to enter into this Agreement on behalf of the owner. Licensor has not granted any rights or licenses to the Licensed Materials that would conflict with Licensor's obligations under this Agreement. Licensor is fully aware of Licensee's business requirements and intended uses for the Software and the Software shall satisfy such requirements and is fit for such intended uses. Licensor will not enter into any agreement with any third party which would affect Licensee's rights under this Agreement, or bind Licensee to any third party, without Licensee's prior written consent.","14",85,"https://templates.business-in-a-box.com/imgs/1000px/end-user-software-license-agreement-D791.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#791.xml",{"title":6,"description":6},[92,94],{"label":17,"url":93},"software-technology-business",{"label":17,"url":93},"software license agreement","/template/software-license-agreement-D791",{"description":98,"descriptionCustom":6,"label":99,"pages":100,"size":101,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":111,"url":112},"TERMS OF SERVICE AGREEMENT The following Terms of Service (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Service Provider is in the business of development, supply and operation of products and services relating to [DESCRIBE]; and WHEREAS, this Agreement contains the Service Provider's terms of engagement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: SERVICES PROVIDED Service Provider is prepared to provide the following professional services to Company: [DESCRIBE]. CALCULATION OF FEES AND OTHER CHARGES Fees for professional services are calculated on the time spent by Service Provider associates and staff attending to said services, multiplied by the relevant hourly rate. Time is costed by reference to [SIX] minute units. The hourly rate is applied to all work done on Company's behalf, including making telephone calls, writing letters, researching the laws, negotiating with partners, and preparing documents. The average hourly rate for Service Provider's professional service is $[AMOUNT]. Before any bill is sent to Company, the Service Provider's Project Manager responsible for the matter will review it to ensure that fees and other charges are appropriate. BILLING ARRANGEMENTS","Terms of Service Agreement","2",513,"https://templates.business-in-a-box.com/imgs/1000px/terms-of-service-agreement-D920.png","https://templates.business-in-a-box.com/imgs/250px/920.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#920.xml",{"title":106,"description":6},"terms of service agreement",[108,110],{"label":30,"url":109},"business-legal-agreements",{"label":30,"url":109},"terms service agreement","/template/terms-of-service-agreement-D920",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":101,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":122,"keywords":121,"url":129},"DATA PRIVACY POLICY INTRODUCTION [COMPANY NAME] is committed to protecting the privacy and confidentiality of personal data collected or processed during its business operations. This Data Privacy Policy outlines the principles and practices that govern the collection, use, and disclosure of personal data by the Company. SCOPE This Policy applies to all employees, contractors, vendors, and third parties who collect, use, or process personal data on behalf of the Company. It also applies to all personal data collected from customers, clients, partners, and other individuals. PERSONAL INFORMATION COLLECTION We may collect personal information, such as name, address, email, phone number, and job title, from customers, employees, and stakeholders. We collect personal information through various channels, such as our website, email, phone, and in-person interactions. We may also collect personal information from third-party sources, such as service providers and business partners. USE OF PERSONAL INFORMATION The Company will only use personal data for the purposes for which it was collected or as otherwise permitted by applicable laws and regulations. Personal data may be used for, but not limited to, the following purposes: Providing products or services requested by individuals; Communicating with individuals about products, services, or other business-related matters; Conducting market research, analytics, and improving business operations; Managing and administering employee or contractor relationships; Complying with legal or regulatory requirements; Protecting the rights and interests of the Company or its customers. DISCLOSURE The Company may share personal data with third parties for legitimate business purposes, including but not limited to, service providers, vendors, contractors, and business partners. Personal data may also be disclosed to comply with legal or regulatory requirements, or in response to lawful requests from public authorities. The Company will take appropriate measures to ensure that third parties receiving personal data are bound by confidentiality obligations and provide adequate protection to the personal data. 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Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","9","https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":138,"description":6},"subscription agreement",[140,143],{"label":141,"url":142},"Finance & Accounting","finance-accounting",{"label":144,"url":145},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":159,"url":160},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[157,158],{"label":17,"url":93},{"label":17,"url":93},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":162,"descriptionCustom":6,"label":163,"pages":116,"size":101,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":174},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":168,"description":6},"non disclosure agreement nda",[170,171],{"label":30,"url":109},{"label":172,"url":173},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":177,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":471,"jurisdictions":484,"related_template_ids_curated":505,"schema":515,"classification":516},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"End User Software License Agreement (B2C) Template | Free Word Download","Free B2C EULA template for software publishers licensing to consumers. Covers license grant, restrictions, IP ownership, disclaimers, and termination.","end user software license agreement b2c template",[182,183,184,185,186,187],"eula template","consumer software license agreement","eula template word","software license agreement free download","b2c eula template","end user software license agreement free",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192,"notarization_required":175},"advanced",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A B2C End User Software License Agreement (EULA) is a legally binding contract between a software publisher and an individual consumer that defines the terms under which the software may be installed, used, and copied. This free Word download gives you a complete, editable EULA you can tailor to your product and present at installation or account creation, then export as PDF for recordkeeping or in-app display.\n","Use it whenever you distribute software — desktop apps, mobile apps, games, or downloadable tools — directly to individual end users rather than businesses. It is required before or at the point of installation to establish your ownership rights and limit your liability as a publisher.\n","License grant and scope, permitted and prohibited uses, intellectual property ownership, warranty disclaimer, limitation of liability, data collection and privacy notice reference, automatic updates policy, termination conditions, and governing law.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Independent software developers","Protecting IP and limiting liability when distributing a desktop or mobile app to consumers","persona-software-developer",{"title":205,"use_case":206,"icon_asset_id":207},"Mobile app publishers","Governing app store downloads where platform terms alone are insufficient","persona-app-publisher",{"title":209,"use_case":210,"icon_asset_id":211},"Game studios","Restricting reverse engineering, cheating tools, and unauthorized redistribution of game clients","persona-game-studio",{"title":213,"use_case":214,"icon_asset_id":215},"SaaS founders selling to consumers","Establishing license scope for a subscription-based product used by individual end users","persona-startup-founder",{"title":217,"use_case":218,"icon_asset_id":219},"Software resellers and distributors","Passing through upstream license restrictions to end users as required by the original publisher","persona-reseller",{"title":221,"use_case":222,"icon_asset_id":223},"EdTech and e-learning providers","Controlling how students install and use downloaded course tools or offline learning software","persona-edtech-provider",[225,229,233,237,241,245,249],{"situation":226,"recommended_template":227,"slug":228},"Licensing software to business customers rather than individual consumers","Software License Agreement (B2B)","software-license-agreement-D791",{"situation":230,"recommended_template":231,"slug":232},"Distributing open-source software under a permissive or copyleft license","Open Source Software License","source-code-license-agreement-D807",{"situation":234,"recommended_template":235,"slug":236},"Offering software as a subscription service (SaaS) to consumers","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":238,"recommended_template":239,"slug":240},"Licensing software bundled with hardware to consumers","Software and Hardware Bundle License Agreement","software-license-agreement-D12928",{"situation":242,"recommended_template":243,"slug":244},"Providing a free trial or freemium tier before a paid license","Free Trial Software License Agreement","trial-software-license-agreement-D815",{"situation":246,"recommended_template":247,"slug":248},"Granting a third-party developer rights to build on your software platform","Software Developer License Agreement","software-development-and-license-agreement-D801",{"situation":250,"recommended_template":251,"slug":252},"Distributing a mobile app through Apple App Store or Google Play","Mobile App End User License Agreement","end-user-license-agreement-D13011",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"License Grant","The specific permission the software publisher gives the end user to install and use the software, defining scope, number of devices, and any personal-use limitations.",{"term":258,"definition":259},"Intellectual Property (IP) Ownership","A clause confirming that the publisher retains all rights, title, and interest in the software, including source code, trademarks, and documentation — the license conveys use rights only, not ownership.",{"term":261,"definition":262},"Permitted Use","The defined set of activities the end user is explicitly allowed to perform with the software under the license.",{"term":264,"definition":265},"Reverse Engineering","The process of decompiling or disassembling software to examine its source code or internal logic — prohibited by most EULAs to protect trade secrets.",{"term":267,"definition":268},"Warranty Disclaimer","A clause stating the software is provided 'as is' with no guarantees of fitness for purpose or freedom from defects, limiting the publisher's liability for software failures.",{"term":270,"definition":271},"Limitation of Liability","A cap on the total damages the publisher can owe the end user — typically limited to the amount paid for the software in the prior 12 months.",{"term":273,"definition":274},"Automatic Updates","A provision authorizing the publisher to push updates, patches, or new versions to the end user's device without separate consent for each update.",{"term":276,"definition":277},"Termination for Breach","A clause allowing the publisher to revoke the license immediately if the end user violates any term of the agreement, such as unauthorized copying or redistribution.",{"term":279,"definition":280},"Shrinkwrap / Clickwrap Acceptance","Methods of obtaining user consent to a EULA — shrinkwrap by opening physical packaging, clickwrap by clicking 'I Agree' during installation or account setup.",{"term":282,"definition":283},"Governing Law","The jurisdiction whose laws will be used to interpret and enforce the agreement in the event of a dispute.",{"term":285,"definition":286},"Consumer Protection Law","Statutory rights granted to individual consumers by government — such as implied warranties or cooling-off periods — that may apply regardless of what the EULA says.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and recitals","Identifies the software publisher as licensor and the end user as licensee, states the name and version of the software being licensed, and confirms the agreement governs all use.","This End User License Agreement ('Agreement') is between [PUBLISHER LEGAL NAME] ('Licensor') and the individual installing or using [SOFTWARE NAME] version [X.X] ('Software'). By installing or using the Software, Licensee agrees to be bound by this Agreement.","Using a brand name instead of the publisher's registered legal entity. If the licensor entity is wrong, enforcing IP ownership or injunctive relief against infringers becomes procedurally complicated.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"License grant and scope","States exactly what the user may do with the software — typically a non-exclusive, non-transferable, personal-use license to install on a defined number of devices.","Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to install and use the Software on up to [NUMBER] personal devices solely for Licensee's personal, non-commercial purposes.","Omitting a device-count limit. Without it, a single license purchase can be interpreted as unlimited installations, undermining per-seat or per-device revenue models.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Restrictions on use","Prohibits activities that would harm the publisher's rights — copying, sublicensing, reverse engineering, modifying, distributing, or using the software for commercial purposes without authorization.","Licensee shall not: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) sell, sublicense, rent, or lease the Software; or (d) use the Software for any commercial purpose without Licensor's prior written consent.","Failing to explicitly prohibit commercial use when the license is personal only. Absent this language, a user may resell access or use the software in a revenue-generating context and argue the EULA permitted it.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Intellectual property ownership","Confirms the publisher owns all IP in the software and that the license grants usage rights only — not title, copyright, or any ownership interest.","The Software, including all copies, modifications, and derivative works, is the exclusive property of Licensor and is protected by copyright, trade secret, and other intellectual property laws. This Agreement does not transfer any ownership interest to Licensee.","Using vague language like 'all rights reserved' without explicitly stating what the user receives. Courts have interpreted ambiguous grants more broadly than the publisher intended.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Warranty disclaimer","States the software is provided 'as is' with no warranties — express or implied — including no guarantee of merchantability, fitness for a particular purpose, or error-free operation.","THE SOFTWARE IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.","Failing to use all-caps formatting for warranty disclaimers in US consumer contracts. Several state courts have held that warranty disclaimers buried in normal body text are not conspicuous enough to be enforceable against consumers.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Limitation of liability","Caps the total financial exposure of the publisher to the amount the user paid for the software in the prior 12 months, and excludes consequential, incidental, and punitive damages.","TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE IN THE [12] MONTHS PRECEDING THE CLAIM.","Setting the liability cap to zero or a nominal amount (e.g., $1). Consumer protection statutes in the EU, UK, and several US states prohibit limiting liability for personal injury or death caused by negligence — and courts often void the entire cap if it is set unreasonably low.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Data collection and privacy reference","Discloses that the software may collect usage data, diagnostic information, or personal data, and directs the user to the publisher's Privacy Policy for details.","The Software may collect certain usage and diagnostic data as described in Licensor's Privacy Policy, available at [URL]. By using the Software, Licensee consents to such collection and use in accordance with the Privacy Policy.","Omitting this clause entirely. In jurisdictions subject to GDPR, CCPA, or PIPEDA, collecting any user data without a disclosed legal basis and a linked privacy policy exposes the publisher to regulatory fines.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Updates and modifications","Authorizes the publisher to push automatic updates, patches, or version changes to the software and confirms that updated versions remain subject to the same agreement or any superseding terms.","Licensor may update, modify, or discontinue the Software at any time. Updates will be downloaded and installed automatically unless Licensee disables this feature where permitted. Continued use of the Software after an update constitutes acceptance of the updated Agreement.","Not addressing what happens when the EULA terms change with an update. Without explicit language, users can argue the original terms remain in force indefinitely regardless of changes to the software.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Term and termination","States the license is effective until terminated, describes the events that trigger termination (breach, non-payment, or publisher's discretion for perpetual licenses), and specifies what happens on termination — typically deletion of all copies.","This Agreement is effective until terminated. Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any term. Upon termination, Licensee must delete all copies of the Software from all devices and certify such deletion upon request.","Requiring notarized written certification of deletion. This is unenforceable against consumers and creates unnecessary friction. A simple obligation to delete, without a certification requirement, is both more enforceable and more reasonable.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, small claims court, or litigation — along with any class-action waiver.","This Agreement is governed by the laws of [STATE/COUNTRY], without regard to conflict-of-laws principles. Any dispute arising under this Agreement shall be resolved by binding arbitration under [AAA/JAMS] rules in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction. LICENSEE WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.","Including a class-action waiver without checking its enforceability in the governing jurisdiction. Class-action waivers are unenforceable against consumers in the EU and several US states, and an unenforceable clause can taint related arbitration provisions.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Insert the publisher's legal entity name and software details","Enter the full registered legal name of the software publisher in the licensor field. Add the software's official product name and version number so the agreement is tied to a specific release.","If you publish under a trade name, include both: '[TRADE NAME], a product of [LEGAL ENTITY NAME].' This prevents confusion in enforcement.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the license scope and device limit","Specify whether the license is perpetual or subscription-based, personal or commercial, and how many devices the user may install the software on. Match these limits to your actual pricing and product model.","If your business model charges per device or per seat, state the exact number in the license grant — not 'reasonable personal use,' which courts interpret unpredictably.",{"step":350,"title":351,"description":352,"tip":353},3,"Complete the restrictions on use clause","Review the prohibited-use list and add any restrictions specific to your software — for example, prohibiting use in safety-critical systems, or restricting use to a specific operating system or region.","If your software connects to a backend service, add a clause prohibiting scraping, automated access, or use of unauthorized API clients.",{"step":355,"title":356,"description":357,"tip":358},4,"Add your privacy policy URL to the data collection clause","Insert the live URL to your Privacy Policy in the data collection clause. Confirm the Privacy Policy is current, publicly accessible, and covers the specific data your software collects.","If your software collects any data from users in the EU, confirm your Privacy Policy addresses GDPR legal bases (consent, legitimate interest, etc.) before publishing the EULA.",{"step":360,"title":361,"description":362,"tip":363},5,"Set the liability cap to a specific dollar amount","Replace the placeholder in the limitation of liability clause with the actual cap — typically the amount paid by the user in the prior 12 months. For free software, consider a fixed nominal amount (e.g., $50 USD).","Check that your liability cap is not below the statutory minimums in your target consumer markets. The UK Consumer Rights Act 2015 and EU consumer laws prohibit certain liability exclusions entirely.",{"step":365,"title":366,"description":367,"tip":368},6,"Choose and complete the governing law and dispute resolution clause","Select the jurisdiction whose law governs the agreement. For US publishers, this is typically the state of incorporation. Add the city and arbitration forum for dispute resolution, and decide whether to include a class-action waiver.","If you distribute globally, add a carve-out stating that mandatory local consumer protection laws apply to consumers in jurisdictions that prohibit their waiver.",{"step":370,"title":371,"description":372,"tip":373},7,"Implement a clickwrap acceptance mechanism","Configure your installer or account-creation flow to present the EULA with a 'I have read and agree to the terms' checkbox before installation or first use. Log the timestamp and version of the EULA accepted.","Courts consistently enforce clickwrap agreements where users must affirmatively check a box. Pre-checked boxes and shrinkwrap-only acceptance are far more likely to be challenged.",{"step":375,"title":376,"description":377,"tip":378},8,"Have the agreement reviewed before launch","Before distributing your software publicly, have a qualified attorney review the EULA for compliance with consumer protection laws in your primary markets — especially if you serve EU, UK, or California consumers.","A 1–2 hour attorney review ($300–$600) before launch is significantly cheaper than defending an unenforceable EULA clause after a consumer complaint or regulatory inquiry.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Using a B2B template for a consumer product","B2B EULAs assume a sophisticated business counterparty and typically waive consumer rights that are legally non-waivable when licensing to individuals. Consumer protection laws in the EU, UK, and several US states impose mandatory terms that override a B2B-style disclaimer.","Use a purpose-built B2C EULA that accounts for statutory consumer rights, prominent warranty disclaimers, and jurisdiction-specific cooling-off periods.",{"mistake":385,"why_it_matters":386,"fix":387},"Burying acceptance of the EULA inside installation without affirmative consent","Courts in the US and EU have repeatedly held that a EULA is not binding unless the user had a meaningful opportunity to read it and affirmatively agreed — scrolling past it or clicking 'Next' without a checkbox is often insufficient.","Implement a clickwrap mechanism requiring a distinct 'I Agree' checkbox before installation proceeds, and log the version accepted with a timestamp.",{"mistake":389,"why_it_matters":390,"fix":391},"Setting the warranty disclaimer in standard mixed-case body text","In the US, the Uniform Commercial Code (UCC) and many state courts require warranty disclaimers to be conspicuous. Disclaimers in the same font size and weight as surrounding text have been voided, exposing publishers to implied warranty claims.","Present the warranty disclaimer and limitation of liability in all-caps or bold, or in a clearly delineated box that visually stands out from the surrounding terms.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting a data collection disclosure when the software phones home","Any software that collects telemetry, crash reports, usage data, or identifiers is subject to GDPR, CCPA, and PIPEDA without exception. Publishing the software without a data clause and a linked Privacy Policy can trigger regulatory fines and app store removal.","Add a data collection clause referencing a live Privacy Policy URL, and ensure the policy identifies every category of data collected, the legal basis, and the user's rights.",{"mistake":397,"why_it_matters":398,"fix":399},"Including an unmodified class-action waiver without a global carve-out","Class-action waivers are unenforceable against consumers in the EU under the Unfair Contract Terms Directive and in several US states. An unenforceable waiver can invalidate the entire arbitration clause in some jurisdictions.","Add a severability clause and a geographic carve-out stating that the class-action waiver does not apply where prohibited by applicable consumer law.",{"mistake":401,"why_it_matters":402,"fix":403},"Failing to address what happens to the license when the software is discontinued","If you shut down a product or discontinue a cloud-dependent feature, users who paid for a perpetual license may have a breach-of-contract claim if the agreement is silent on this scenario.","Include a discontinuation clause stating that Licensor may terminate the Software with [30–90 days'] notice and specifying any refund or migration policy upon discontinuation.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a B2C End User Software License Agreement?","A B2C EULA is a legally binding contract between a software publisher and an individual consumer that governs how the consumer may install, use, and copy the software. Unlike a B2B software license — which assumes a sophisticated business counterparty — a B2C EULA must account for mandatory consumer protection rights that cannot be waived by contract, including statutory warranty rights and cooling-off periods in many jurisdictions. It establishes IP ownership, defines permitted use, disclaims warranties, and limits the publisher's liability.\n",{"question":409,"answer":410},"Is a EULA legally enforceable against consumers?","A EULA is generally enforceable when the consumer had a meaningful opportunity to read it and affirmatively agreed — typically through a clickwrap mechanism where the user checks an 'I Agree' box before installation. Courts in the US, UK, and EU have struck down EULAs presented in ways that did not give consumers a fair chance to review the terms. Additionally, clauses that violate mandatory consumer protection laws — such as waivers of statutory warranty rights in the EU — are unenforceable regardless of what the EULA says.\n",{"question":412,"answer":413},"What is the difference between a EULA and a Terms of Service?","A EULA governs the license to use locally installed software — a desktop app, game client, or downloaded tool. A Terms of Service (ToS) governs the use of a web-based service or online platform accessed through a browser. Many software products have both: a EULA for the installed client and a ToS for the associated online account or cloud features. If your software is entirely cloud-based with no local installation, a ToS or SaaS Subscription Agreement is typically more appropriate than a standalone EULA.\n",{"question":415,"answer":416},"Do I need a EULA if my software is distributed through an app store?","Yes. Apple App Store and Google Play impose their own platform terms, but those terms govern the relationship between the platform and the user — not between you as the publisher and the end user. Without a publisher-specific EULA, you have no contractual basis to restrict reverse engineering, prohibit redistribution, assert IP ownership, or limit your liability to the end user. Both app stores allow — and effectively require — publishers to link to their own EULA within the app listing or at first launch.\n",{"question":418,"answer":419},"What is clickwrap acceptance and why does it matter?","Clickwrap acceptance occurs when a user actively checks a box or clicks a button labeled 'I Agree' or 'Accept' before installing or using the software, with the EULA text or a link to it displayed nearby. Courts in the US and EU consistently enforce clickwrap agreements because the user took an affirmative action demonstrating assent. Pre-checked boxes, implicit acceptance by installation alone (shrinkwrap), or acceptance buried in a multi-step flow without a visible link to the EULA are significantly more vulnerable to challenge.\n",{"question":421,"answer":422},"Can a EULA limit my liability to zero for a free app?","No. Setting a liability cap of zero is likely unenforceable against consumers in most jurisdictions. The EU Unfair Contract Terms Directive, the UK Consumer Rights Act 2015, and several US state consumer protection statutes prohibit liability exclusions that are unconscionable or that deprive consumers of legal remedies for harm caused by a publisher's negligence. A more defensible approach for free software is a nominal cap (e.g., $50 USD) paired with a clear disclaimer that the software is provided without charge.\n",{"question":424,"answer":425},"Does a EULA need to comply with GDPR if my software collects data?","Yes, if you collect any personal data from users in the EU or UK, GDPR and UK GDPR apply regardless of whether you are based in the EU. The EULA itself should reference your Privacy Policy and obtain consent for data collection where required. The Privacy Policy — linked from the EULA — must identify what data is collected, the legal basis for processing, retention periods, and user rights. Failure to comply can result in fines of up to 4% of global annual turnover under GDPR.\n",{"question":427,"answer":428},"What happens to the user's license when I update my EULA?","Under most EULAs, continued use of the software after a EULA update constitutes acceptance of the new terms, provided the user received reasonable notice of the changes. Best practice is to notify users in-app and require a fresh clickwrap acceptance for material changes — such as new data collection practices, a new arbitration clause, or changes to permitted use. For EU consumers, certain material changes may require affirmative consent rather than implied acceptance.\n",{"question":430,"answer":431},"Should I use the same EULA for all countries?","A single EULA with a well-drafted global carve-out clause is a practical approach for most independent developers and small publishers. The carve-out should state that mandatory local consumer protection laws apply to consumers in jurisdictions where contractual waiver is prohibited. For publishers with significant user bases in the EU, UK, or Australia, having a qualified attorney review the EULA for compliance with those specific consumer law regimes is worthwhile before launch.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Gaming","industry-gaming","Prohibits cheat software, bots, and unauthorized mods; restricts account sharing and virtual item resale; addresses multiplayer service discontinuation scenarios.",{"industry":438,"icon_asset_id":439,"specifics":440},"EdTech and e-learning","industry-edtech","Limits use to the enrolled student, restricts redistribution of course materials embedded in the software, and addresses COPPA compliance for users under 13.",{"industry":442,"icon_asset_id":443,"specifics":444},"SaaS / Technology","industry-saas","Covers hybrid local-client and cloud-service architectures, defines API rate limits and acceptable use, and addresses service-level expectations for the cloud-dependent features.",{"industry":446,"icon_asset_id":447,"specifics":448},"Creative and Design Tools","industry-creative","Clarifies that output files created with the software belong to the user while the software itself remains the publisher's property; addresses font and asset licensing embedded in the tool.",{"industry":450,"icon_asset_id":451,"specifics":452},"Healthcare and Wellness Apps","industry-healthtech","Includes a prominent disclaimer that the software is not a medical device and does not provide medical advice; addresses HIPAA considerations for any health data collected.",{"industry":454,"icon_asset_id":455,"specifics":456},"Financial and Fintech Apps","industry-fintech","Disclaims that the software does not constitute financial advice, addresses regulatory requirements for apps touching payment or investment data, and restricts use to permitted jurisdictions.",[458,460,464,467],{"vs":227,"vs_template_id":228,"summary":459},"A B2B software license is negotiated between two business entities and typically allows for customized terms, indemnification provisions, and SLA commitments. A B2C EULA is a take-it-or-leave-it consumer contract that must account for non-waivable statutory consumer rights. Using a B2B template for consumer distribution exposes publishers to regulatory risk and unenforceable clauses.",{"vs":461,"vs_template_id":462,"summary":463},"Terms of Service","terms-of-service-D1002","A Terms of Service agreement governs access to and use of a web-based platform or online service — no local installation is involved. A EULA governs the installation and use of locally installed software. If your product has both a downloadable client and an online account, you typically need both documents, with the EULA governing the client and the ToS governing the service.",{"vs":235,"vs_template_id":465,"summary":466},"saas-subscription-agreement-D13647","A SaaS Subscription Agreement governs recurring-payment access to a cloud-hosted service, addressing billing, uptime, data portability, and renewal. A B2C EULA typically governs a perpetual or fixed-term license to installed software without ongoing service obligations. If your software is entirely cloud-delivered, a SaaS Subscription Agreement is more appropriate.",{"vs":468,"vs_template_id":469,"summary":470},"Software Development Agreement","software-development-agreement-D798","A Software Development Agreement governs the creation of software by a developer for a client — it is an engagement contract between two parties about building a product. A EULA governs the end user's right to use the completed software. They operate at different stages: development contracts come first; EULAs govern what happens after distribution.",{"use_template":472,"template_plus_review":476,"custom_drafted":480},{"best_for":473,"cost":474,"time":475},"Independent developers and small publishers distributing a simple consumer app in a single jurisdiction","Free","30–60 minutes",{"best_for":477,"cost":478,"time":479},"Publishers distributing to EU, UK, or California consumers, or collecting any personal data","$300–$700","2–5 days",{"best_for":481,"cost":482,"time":483},"Large-scale consumer app launches, regulated industries (health, finance), or products with complex in-app purchase and virtual goods models","$1,500–$5,000+","1–3 weeks",[485,490,495,500],{"code":486,"name":487,"flag_asset_id":488,"note":489},"us","United States","flag-us","Federal law (UCC Article 2 and 2A) and state consumer protection statutes govern B2C software licenses. Warranty disclaimers must be conspicuous — all-caps or bold — to be enforceable. California's Consumer Legal Remedies Act and the CCPA impose additional disclosure and opt-out requirements for data collection. Class-action waivers are enforceable in most states but are scrutinized in California and New York.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"ca","Canada","flag-ca","PIPEDA (federally) and provincial privacy laws such as Quebec's Law 25 require explicit consent for collecting personal data and impose breach-notification obligations. Quebec's Law 25 is among the strictest in North America and requires a Privacy Impact Assessment for certain software products. Consumer protection legislation in each province imposes mandatory implied warranties that cannot be fully disclaimed in consumer contracts.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"uk","United Kingdom","flag-uk","The Consumer Rights Act 2015 implies terms of satisfactory quality and fitness for purpose into consumer software contracts that cannot be excluded by EULA. Liability for death or personal injury caused by negligence cannot be limited. UK GDPR (post-Brexit) mirrors EU GDPR requirements for data collection disclosure and user rights. The Competition and Markets Authority (CMA) actively enforces unfair contract terms in consumer software agreements.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"eu","European Union","flag-eu","The EU Unfair Contract Terms Directive renders clauses that create a significant imbalance in the parties' rights unenforceable against consumers. The Digital Content Directive (2019/770) gives consumers statutory remedies for defective digital products regardless of EULA disclaimers. GDPR requires a lawful basis for all personal data collection with fines up to €20M or 4% of global turnover. Consumers retain a 14-day right of withdrawal for digitally purchased software unless they expressly waive it after download begins.",[228,506,507,236,508,509,510,511,512,513,510,514],"terms-of-service-agreement-D920","data-privacy-policy-D13465","custom-software-development-agreement-D787","non-disclosure-agreement-nda-D12692","website-terms-and-conditions-D13193","intellectual-property-assignment-D5229","independent-contractor-agreement-D160","service-agreement-D12711","software-maintenance-agreement-D805",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":109,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":527},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[522,523,524,525,526],"intellectual-property","saas","software-license","eula","b2c",0.95,"\u003Ch2>What is a B2C End User Software License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>B2C End User Software License Agreement (EULA)\u003C/strong> is a legally binding contract between a software publisher and an individual consumer that establishes the terms under which the consumer may install, use, and copy the software. Unlike a purchase of physical goods, buying software does not transfer ownership of the code — the publisher retains all intellectual property rights and grants only a limited license to use the software within defined boundaries. A properly drafted B2C EULA defines the scope of that license, prohibits activities that would harm the publisher's IP (such as reverse engineering or unauthorized redistribution), disclaims warranties, and caps the publisher's financial liability. Because the counterparty is an individual consumer rather than a business, a B2C EULA must also navigate mandatory consumer protection laws that apply regardless of what the contract says.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Distributing consumer software without a EULA — or with a B2B template not designed for consumer use — exposes you to serious and entirely avoidable risk on multiple fronts. Without a license grant clause defining permitted use and device limits, a single purchase can be interpreted as authorizing unlimited installations. Without an IP ownership clause, users may claim rights over modified versions or derivative works. Without a data collection disclosure linked to a Privacy Policy, collecting even basic telemetry data violates GDPR, CCPA, and PIPEDA, opening the door to regulatory fines and app store removal. Without a warranty disclaimer and limitation of liability, your exposure to claims arising from software defects is uncapped in many jurisdictions. This template gives you a complete, consumer-law-aware EULA — with a clickwrap acceptance mechanism, all-caps disclaimers, and a global consumer-rights carve-out — that you can implement in under an hour and have attorney-reviewed before launch for the markets where it matters most.\u003C/p>\n",1779480712184]