FORMAT OF End User License Agreement
This End User License Agreement is a contract between [PARTY A NAME] ("[PARTY A ABBREVIATION]") and you ("[PARTY B ABREVIATION] for the use of [PARTY A] [SOFTWARE NAME], otherwise referred to in [URL]" (Licensed Software)."
[PARTY B] agrees to be bound by the terms of this agreement by pressing, 'I approve' or by downloading, copying, or using the Approved Software.
Counters(item,.) counters. Grant of License. [PARTY A] grants a non-exclusive, revocable, non-sublicensable licence to [PARTY B] for the use of the Approved Software.counters(item,.). No Special Privileges. [PARTY A] retains all other privileges and interests which have not been specifically given under this Agreement.
2. The Trial, Evaluation, and Beta. If this Agreement is for a trial, test or beta licence, the licences issued herein shall terminate after the trial, beta or test period has expired or is terminated, or when the Services are no longer available. The services may be used by [PARTY B] only for the duration of the trial or assessment period. Per promotion or beta test, all such licences are limited to one per client.
3. Permissible Uses. [PARTY B] can only instal and use Approved Software for the [personal, non-commercial][internal business] use of [PARTY B].
4. Uses Limited. May not [PARTY B]
Counters(item,.) counters. The Licensed Software or other material stored or shown in it is distributed, licenced, loaned, or sold. Modify, modify, or build any Licensed Program, counters(item,.) derivative work. Reverse engineer, decompile, decode, decrypt, disassemble, or extract from the Approved Program some source code. Any notice of copyright , trademark or other exclusive rights on or in the Licensed Software is deleted, changed or obscured.
5. Maintenance and Support. [PARTY A] would have no duty to provide any assistance, maintenance or other services to [PARTY B].
6. The Updates
Counters(item,.) counters. Entitlement to Alerts. SUBJECT TO PARAGRAPH [RIGHT TO CHARGE FOR UPDATES], [PARTY B] can choose to use any updates or enhancements (collectively, 'Updates') given by [PARTY A] to the Licensed Software, but only if the previous version of the Licensed Software is licensed.
Counters(item,.) counters. The Updates authorization. Unless other terms are given in writing by [PARTY A], the installation and use of any update by [PARTY B] is subject to this agreement.counters(item,.). Right to Upgrade Fee. If [PARTY B] wishes to use Update, [PARTY A] can charge [PARTY B] for Update.counters(item,.) to use and instal. Usage of Older Versions. [PARTY B] can continue, subject to the terms of this Agreement, to use the previous versions of the Licensed Software, given that the Upgrade and the previous version are installed on the same computers. Counters(item,.) counters. No Previous Versions Switch. The previous version could not be passed to a third party by [PARTY B]. Counters(item,.) counters. No Commitments for Previous Versions Support. [PARTY A] is not required to support previous versions of Approved Software.
7. Activation. Activation You may be requested by the Software to take certain measures to enable or confirm your subscription with the Software. In the absence of activation or registration of the Program, the validation of the subscription or the determination by us of fraudulent or unauthorised use of the Program, the availability, inoperability of the Software or termination or suspension of the subscription-be reduced.
8. Fees for Permits. [PARTY B] would pay [PARTY A] the [$[LICENSE FEE] / [ATTACHMENT]] licence fee ('License Fee').
9. Fees for License
Counters(item,.) counters. Payable License Fee in full. [PARTY B] will pay [PARTY A] the licence fee.
In complete, due on [DATE, MONTH], in immediately available funds, and immediately below the [PARTY A] account lists:
Number of accounts:
1. With taxation. Under this deal, payment sums do not require taxes. [PARTY B] shall pay all the taxes applicable under this Agreement for payments between the parties.
2. Late Payments interest. Any amount not paid when due shall bear interest at a rate equal to  percent per month ([12.68] percent annually) or the sum allowable by statute from the due date until paid, whichever is less.
3. Term of. This Agreement shall commence on the [Effective Date / [DATE, MONTH]] and continue until the end of the Agreement (the "Term").
4. No Guarantee
Counters(item,.) counters. "As-As-Is." The [Licensed] Software, with all faults, flaws, bugs, and errors, is given "as is,"
Counters(item,.) counters. No guarantee. Unless stated otherwise in this Agreement,
[PARTY A] makes no warranties with respect to [Licensed] Software, including that [PARTY A] disclaims any and all [other] warranties, whether explicit or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose, to the [fullest] extent allowed by law.
5. Ownership of Licensed Apps. The possession of the software and all intellectual property rights therein shall be held by the licensor.
6. Word. Word. You agree that no intellectual property title is passed to you in the product. The title, copyright, rights and intellectual property rights in and to the product shall remain those of [PARTY A] and/or the material supplying companies.
Counters(item,.) counters. No Breach. The [Licensed Products / Licensed Software / Licensed Method] shall not breach any third party's intellectual property rights or other rights.counters(item,.). No violation by third parties. [Except as disclosed in the Disclosure Schedule of [PARTY A]] to the knowledge of [PARTY A], no third party is in violation of [Licensed Goods / Licensed Software / Licensed Method].counters(item,.). Not in the domain of the public. Not in the public domain is the [Licensed Goods / Licensed Software / Licensed Method].
8. Apps from Third Parties
Counters(item,.) counters. Third Party Program Recognition. [PARTY B] hereby agrees that the Approved Applications can include applications from third parties requiring additional notifications or subject to additional terms and conditions.
Counters(item,.) counters. Software Terms of the Third Party. If [PARTY A] contains applications from third parties in the approved software,
[PARTY A] shall publish any additional notes and conditions on the website of [PARTY A] at [URL], and these terms and conditions shall be incorporated into this Agreement. ContradictoryTerms. In the event of any dispute between this Agreement and the additional terms and conditions governing third-party software, those additional terms and conditions shall be regulated in the sense of third-party software.
9. Data [PARTY B]
Counters(item,.) counters. Data Collection and Use. [PARTY A] may, for the sole purpose of improving its products and services, collect and use technical information collected as part of its maintenance , support, and training services. Non-Revelation. This information will not be released by [PARTY A] in a way that directly identifies the customers of [PARTY B] or [PARTY B].
Uh. 10. End Users from the Government
Counters(item,.) counters. "Software for Industrial Use." Where [Licensed] Software and related documentation is delivered or purchased by or on behalf of the Government of the United States,
[Licensed] Software shall be considered to be "commercial software" as that word is used in the framework of the Federal Acquisition Regulation and the privileges of the United States shall not surpass the minimum rights for "limited computer software" as set out in FAR 52.227-19. All Other Requirements Apply. Otherwise, all other terms and conditions of this agreement apply.
11. 11. Laws for Export Management. Each party shall obtain all permits required to comply with all the export control laws applicable to this Agreement and all transactions covered by this Agreement, and shall otherwise comply with them.
12. 12. Trustworthiness
Counters(item,.) counters. Obligation for Confidentiality. All Sensitive Information revealed by the reporting party to the receiving party will be kept in trust by the receiving party.counters(item,.) Purpose-only usage. A receiver can use the Confidential Information only in compliance with the terms of this Agreement[and for the sole purpose of].counters(item,.) Non-Revelation. Without the written consent of the reporting party, the receiving party will not reveal sensitive information to a third party. counters(item,.). No Recording or Copying. Confidential information can not be copied, registered or otherwise reproduced by the receiving party without the written permission of the disclosing party.
13. 13. Surveillance. [PARTY A] has no responsibility, but retains the right to track and review, for the purpose of assessing compliance with this Agreement, or to detect illegal activity, the information and history of your account and the content and materials submitted by you or others to the App.
Counters(item,.) counters. Termination by [PARTY A]. [PARTY A] can terminate this Agreement with immediate effect if any part of this Agreement has been violated by [PARTY B].counters(item,.) Termination by [PARTY B]. If you uninstall, discontinue use of, and destroy your copies of the Licensed Software, [PARTY B] may terminate this agreement, effective when [PARTY B] provides notice that it has done so.
A fifteen. Termination Impact
Counters(item,.) counters. Termination of Bonds. Subject to clause [PAYMENT OBLIGATIONS], the rights and obligations of each party under this agreement shall cease immediately upon expiration or termination of this agreement.
Counters(item,.) counters. Obligations for Reward. Each party shall, at the expiration or termination of this agreement,
Pay all sums owed to the other party, including reimbursement obligations for services already rendered, work already performed, goods already delivered or expenses already incurred, and refund all payments earned but not yet earned, including payments for services not provided, work not performed or goods not delivered, forwarded expenses.
16. 16. Indemnifications
Counters(item,.) counters. Indemnification by [PARTY B]. [PARTY B] (in the capacity of the indemnifying party) shall indemnify [PARTY A] (in the capacity of the indemnified party) for all damages and costs in connexion with any proceedings arising out of any proceedings.
Usage of the Software by [PARTY B] and any unauthorised customization, modification or other modification of the Software by [PARTY B], including arguments that its customization, modification or other modification infringes the intellectual property rights of a third party, counters(item,.). Mutual Compensation. Each party (as an indemnifying party) shall indemnify the other party (as an indemnified party) for all damages in connexion with any action arising out of the willful misconduct or gross negligence of the indemnifying party.
Counters(item,.) counters. Notification and Failure to Notify
Requirement for Notification. The compensated party shall file a claim for reimbursement before submitting a claim for indemnification.
Notify the indemnifying party of the indemnifiable proceeding and supply the indemnifying party with all legal pleadings and other fairly appropriate documentation in order to indemnify or fight the indemnifiable proceeding. If the indemnified party fails to inform the indemnifying party of the indemnifiable action, the indemnifying party shall, to the degree that it is prejudiced by the failure of the paid party, be deprived of its indemnification obligations. Remedy Exclusive. The right of the parties to reimbursement shall be the only recourse available in respect of the indemnifiable proceedings mentioned in this section [INDEMNIFICATION].
17. 17. Liability Constraint. Neither party shall be liable for damages in breach of contract which are remote or speculative, or which could not possibly have been foreseen by the violating party upon entering into this Agreement.
Eighteen. The Meanings
'Confidential Information' means any data, non-public, business-related, written or oral information, whether or not marked as confidential, revealed or made available to the receiver, directly or indirectly, by the disclosing party or by any of its affiliates or agents, by any means of communication or of observation.
Intellectual Property "implies any and all of the following under any worldwide jurisdiction."
(a) trademarks and service marks, including all applications and registrations, and goodwill related to, and symbolised by, the use of the above-mentioned marks,
(b) copyrights, including all requests and registrations relating to the above,
(c) the secrets of trade and classified know-how,
(d) patents and applications related to patents,
(e) registration of domains and internet domain names, and
(f) all intellectual property and associated proprietary rights , interests and protections (including all rights to sue and recover and maintain damages, past, current and potential infringement costs and attorneys ' fees, and all other rights relating to all of the foregoing).
Justice "means" Justice
(a) any legislation, legislation, bylaw, rule, regulation, ordinance, arrangement, order, decision, and decision (including common law), and
(b) any Official Order, Procedure, Code, Regulation, Notification, Approval, Legislation or any other condition placed by any law-enforcing governmental authority.
The section [LICENSE FEES] determines the 'License Fee'.
In the introduction to this agreement, "Licensed Software" is specified.
'Permits' implies all material licences, consents, franchises, permits, certificates, approvals and permits required for the possession and operation of the company of the group by regulatory authorities or third parties.
'Taxes' shall include all taxes, assessments, penalties, duties, penalties, levies and other charges levied by a government agency, including profits, franchise, capital assets, real estate, personal property, tangible, withholding, jobs, payroll, social security, social security contributions, unemployment insurance, disability, transfer, sales, use, excise, gross receipts, stamps, value-added and all other taxes.
1. Provisions in General
Counters(item,.) counters. Whole Agreement. This Agreement, together with all attachments, timetables, exhibits and other documents referred to in this Agreement and referred to in this Agreement, is intended by the Parties,
It constitutes the definitive expression of the intent of the parties relating to the subject matter of this agreement, includes all the terms decided by the parties relating to the subject matter, and replaces the previous negotiations, understandings, and agreements of all the parties relating to the subject matter of this agreement. Amendment. Amendment. Only a letter signed by both parties can amend this agreement.counters(item,.).. Assignment. Attribution. Without the written consent of the other party, neither party can delegate this agreement or any of their rights or responsibilities under this agreement.
Counters(item,.) counters. Announcements
Note Process. All notifications and correspondence between the parties shall be given by the parties in writing by I personal delivery, (ii) nationally recognised, next-day courier service, (iii) first-class registered or certified mail, prepaid postage, to the address notified by the party to be the address of that party for the purposes of this section.
Notice of Receipt. A notice issued pursuant to this agreement will be effective on
The acceptance of it by the other party, orif mailed, the earlier receipt of it by the other party and the fifth business day after mailing it. Counters(item,.) counters. Divisibility. If any section of this Agreement is ruled unenforceable or void, it will remain intact and enforceable for the remainder.
Counters(item,.) counters. Waiver Over
Waivers Affirmative. The inability or omission of any party to uphold any rights under this agreement would be considered a waiver of the rights of that party. Written Waivers. A waiver or extension is only valid if it is granted by the party in writing and signed. No General Waivers. The unwillingness or unwillingness of a party to enforce any of its rights under this agreement will not be considered a waiver of that or any other of its rights. No Dealing Course. Each other or further exercise of any right or remedy shall be precluded by no single or partial exercise of any right or remedy.
Counters(item,.) counters. Governing law and Jurisdiction and Venue Consent
Law Governing. The terms of this Agreement and of any conflict arising out of the [SUBJECT MATTER OF THE AGREEMENT] shall be governed by the laws of the [GOVERNING LAW STATE] State. Every party hereby irrevocably consents to the jurisdiction and venue of [exclusive, non-exclusive] any [state or federal] court within [VENUE District] District, State of [VENUE STATE] with respect to any matter arising out of this [agreement / plan] or the transactions referred to in this [agreement / plan].
Service Consent. Any party irrevocably hereby
It accepts that the procedure may be served on it in any manner allowed by the laws of the [GOVERNING LAW STATE] State and waives any objection which would otherwise have to be served by the [GOVERNING LAW STATE] State.
Counters(item,.) counters. Equitable Alleviation
The Identification of Irreparable Injury. Each party agrees that their violation of their obligations under this agreement or threatened violation of their obligations will result in irreparable harm to the other party that can not be adequately relieved by money damage alone. Accordingly, the parties hereby affirm their joint intention that, in the absence of any violation of the obligations specifically referred to in the paragraph above, the non-infringing party can request from the court any equitable remedies in place, including injunctive relief, without requiring that party to provide any protection.
Counters(item,.) counters. Interpreting
Unique Words references
Principles of accounting. The determination or measurement shall be made in accordance with the commonly accepted accounting standards defined by the professional accounting industry in force in the Unit, unless otherwise stated, if the character or sum of any asset or liability, revenue item or cost is needed to be determined, or any consolidation or other accounting measurement is required to be made, All dollar sums expressed in this agreement apply to the American currency unless otherwise defined. "Including." If this agreement uses the word "including," it means "including without limitation," and if the word "includes" is used, it means "includes without limitation."
Knowledge. "1. Where any representation, guarantee, or other declaration in this Agreement or in any other document entered into or delivered under this Agreement] is expressed by a Party to be "to its understanding," or is otherwise expressed to be limited in scope to facts or matters known to the Party or known to the Party, it means:
The then-current, actual knowledge of that party's directors and officers and the knowledge that might or could have come to the attention of all of them had they reviewed the facts related to that statement and made fair inquiries of other persons reasonably likely to have knowledge of facts related to that statement. Laws, etc. Unless otherwise stated, all reference in that statement
Counters(item,.). Force Majeure. For the duration that any failure or delay is, a party shall not be responsible for any failure or delay in the execution of this agreement.
Outside the fair control of a party, the performance of either of its responsibilities under this Agreement is materially compromised and could not reasonably have been foreseen or opposed, but could not reasonably have been foreseen or opposed.
A failure or delay arising only from general economic conditions or other general market consequences would not be excused.
Counters(item,.). Survival. The obligations of the parties under the [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION] and [EFFECT OF TERMINATION] parts of this Agreement shall survive the [TERMINATION, EXPIRATION, CLOSING DATE].
The parties have signed this document.
Name: [NAME PARTY A SIGNATORY]
Title: [TITLE OF THE Group A SIGNATORY]
[NAME for Group B]
Name: [SIGNATORY NAME of PARTY B]
Title: [TITLE OF PARTY B SIGNATORY]