An end-user license agreement (EULA) is a software licensing agreement that helps to ensure that you retain full ownership rights and control over the software you create.
The requirements for drafting an end-user license agreement are straightforward, and you should write one using basic terminology.
Keep reading to learn how to write a comprehensive EULA on your own.
What Is the Purpose of a EULA?
The purpose of a EULA is to maintain control over how end-users can use the software you created and developed. In exchange for payment or other information, you grant the user a license to use your software which they then download on their personal computer or mobile device.
Typically, an end-user must agree to the EULA before downloading, purchasing, or using a copy of your work.
The EULA explains what users can and cannot do with the software. It lays out the scope of the license, covers issues that address the use and licensing of the software, and even explains when you may terminate end-user access.
Can You Legally Write Your Own EULA?
Yes, you can legally write your own EULA.
Once consented to by the parties, it becomes a legally enforceable contract. When writing your EULA, be sure it is transparent, fair, and mutually agreed to by both licensor (you) and licensee (the end-user).
Writing a EULA yourself gives you more control over the clauses you need to use to protect the licensing of your unique software. However, it can also be time-consuming and complicated, so you should consider using one of the alternative solutions below.
EULA Solutions
Several methods are available to create a EULA for your app. makes a perfectly crafted EULA for your software or choose a default template requiring you to fill in the blanks. And, since you’re reading his article, you may choose to write your own EULA.
Here are the methods you can choose from:
- Managed Solution: Our free EULA generator can create a complete mobile app EULA explicitly formulated with your software in mind for free. The EULA we generate for you includes all necessary clauses, covers each possible contingency, and protects your ownership interests.
- Template: This is usually a sample document that requires you to alter it to cater to your software. We also offer a free EULA template for you to download and customize.
- DIY: As the software owner, you are in the unique position to understand what your software licensing agreements need now and what they may need in the future. However, this method can be confusing and daunting, especially if you don’t have legal knowledge.
If you choose to go ahead and write your EULA yourself, we have created a guide below to give you some help along the way.
How To Outline and Prepare Your EULA
Prepare your EULA by examining your software package and determining whether additional restrictions are needed when outlining the parameters for its use.
Consider whether you need to maintain control of your images and limit or prevent their use across other platforms. You may also have to restrict images or materials that an end-user can upload. This restriction is particularly important when developing mobile applications or software for social media.
The following sections should be present in your EULA:
- Licensee/software/licensor information
- Grant of license for use
- User restrictions
- Warranty disclaimer
- Termination clause
As long as you include these essential clauses, you may add any number of additional applicable provisions. For example, perhaps you use billing or registration or your site, or you use third-party content, or you may have to monitor end-user interactions.
Use your outline to consider the unique nature of your software, and be sure to prepare your EULA with these in mind.
What Clauses Your EULA Should Include
Because a EULA can be customized to the software developer’s needs, varying clauses may be presented in it. For example, a subscriber or user interaction software will need a more robust software licensing agreement.
Use this list to determine which clauses you should include when writing your EULA.
General Introduction
All EULAs begin with an introductory paragraph indicating that the EULA is an agreement between the end-user and the software developer. Then, names of affiliates or other operating names are used to identify the licensor or the related software.
The introduction clarifies that the end-user must agree to the EULA before purchasing, installing, downloading, or using the software. Using the system or software without acceptance of the EULA is often strictly prohibited.
An example of this can be seen on Foresight.com, where the introduction ends with just such a clause.
Licensor Information
Licensor information is related to the licensor who developed the software, including name, address, and contact information. The varying names of the software should also be listed.
This clause is often contained in the general introduction.
Grant of License
In all cases, an end-user is granted a license to use the software and nothing more.
For this reason, it is usually a limited “non-exclusive, non-transferable, non-sublicensable license” that permits a user to download the software only on their own device and for their own personal use.
For example, Veeam.com lists “License Grant” as their very first provision with those limitations in place.
Version of License
Different types of end-users may need different versions of the licensing agreement. For example, you may want to have one specifically for individual end-users and one for business entities, governments, or large corporations.
Limitations of Liability
A EULA must limit your liability if your software crashes an end-user device and they attempt to lay blame on you as the developer. Essentially, the software licensor is protected because there is no liability for a negative result for the end-user.
License for Use Only
Formally sets out the agreement and grants permission for the use of the software by the licensee or end-user. Without a EULA, an end-user could try to convert your software for their own commercial benefit and potentially claim ownership.
This clause affirms that your software is your property.
Ownership
The ownership of your software is critical because it is often the case that end-users may feel that they own a copy of your software, particularly when an actual purchase of the software has been made. However, this is not true.
The end-user simply has a functioning copy of your software and does not have any rights to the software itself.
This clause is essential because it reiterates and clarifies that the software is licensed, not sold, to the end-user. The owner continues to own all rights, titles, and interests in the software, including all copyright, patent, trade secrets, and other intellectual property rights.
Restrictions of Use
This clause places limitations on how the end-user can legally use the application. For example, they cannot use your software for illegal activities, like hacking or spamming.
They are also restricted from reverse-engineering the software to reproduce your work.
Many sites, like Typewell.com, spell out all prohibited activities:
To write an accurate EULA, these restrictions are listed here:
- Copying
- Making derivative works
- Modifying
- Publicly Performing
- Publicly Displaying
- Streaming
- Exploiting
- Broadcasting
- Translating
- Reverse Engineering
- Decompiling
- Framing
- Emulating
- Cloning
- Altering
- Translate
- Adapting
- Distributing
- Sublicensing
- Leasing
- Renting
- Selling
- Loaning
- Reproducing
- Republishing
- Scraping
- Transmitting
- Selling
- Posting
- Hacking
Site Licenses
A site license determines whether the end-user can install the downloaded software on multiple devices. Typically, the licensed rights are granted to identified devices.
However, it is up to the software developer whether multiple devices will be authorized.
Third-party EULAs
As a software developer and creator, it is crucial to set yourself apart from responsibility for a third party’s content and its EULA requirements. Users should be careful when reading a third party’s EULA as it may limit what the original site provides.
File-sharing
If your software permits or requires a file-sharing program, your EULA should detail how the program will operate within the context of your software. Similar to any third-party EULA, make the end-user aware that you are not responsible for any negative results resulting from the use of a file-sharing program.
Terms and Termination of Use
Under the terms of your EULA, you have the right to cancel the end-user agreement at any time and for any reason. For certain software, the license to use the software is limited to a particular term.
Warranty Disclaimers
This clause warrants against claims that the software you developed caused problems for the end-user. Similar to the limitation on liability, a warranty disclaimer absolves you of legal responsibility as both parties acknowledge that the software is provided as-is and may be subject to glitches, viruses, bugs, errors, or other defects.
A warranty disclaimer helps manage the end-users expectations and ensures that the software company and its licensors have no liability for the use or inability to use the software. This includes damage to the end-users files, computers, or devices as a direct result of downloading the software.
Copyright Infringement
This clause states that the end-user will be liable for any violation of copyright law.
Billing and Payment
Your software may need to outline what form of payments are authorized and the responsibilities regarding the charges that may be associated with end-user accounts.
Opt-out Provision
This clause alerts end-users that they are not automatically bound to the EULA if they decide not to use, copy, download, or install the software.
Related Agreements
It would be helpful to link acceptance of your EULA to the acceptance of other agreements, your Privacy Policy, and your Terms and Conditions.
Privacy
If applicable, explain that you only collect, use, or disclose an end-user’s personal information as described in your privacy policy or your EULA. Personal information can be provided voluntarily, collected automatically, or harvested from other sources.
Use of Information
This clause may permit the collection of data by the software licensor or vendor to solicit business, resell the data, or carry out personalized market research. Data collected may include internet search queries, websites visited, time spent on websites, products purchased, and personal information.
For additional questions, direct your end-users to the pertinent sections of your privacy policy, which will be more detailed than that found in your EULA.
Governing Law
There may be conflicting issues that come up, for example, with third-party retailers or vendors issuing the software. This clause identifies which state’s laws will apply should a conflict arise.
Dispute Resolution/Binding Arbitration
Another way to govern outcomes is to participate in dispute resolution and to bring any claims under binding arbitration. You may also require a waiver of class action suits.
Indemnification
This clause has end-users accept that they will hold harmless the software developer, including its officers, directors, employees, contractors, and agents, from any claims related to or arising out of the use of the software in question.
Severability
If a clause within the EULA is determined by an arbitrator or a court to be unenforceable, the remaining portions of the EULA remain in full force and effect.
Support and Maintenance
You can deliver support or maintenance of your software via email, phone, chat, texts, or in person at a service center. If software maintenance updates are available, a schedule may be provided.
Automatic Software Updates
A developer or creator may choose to periodically provide software updates, including patches, bug fixes, updates, or upgrades. It is up to the creator or developer whether they provide notice or automatically install these updates for all end-users.
Start Date for Software
This states at what point the terms of the software licensing agreement bind the end-user. For example, they may be bound by the agreement immediately upon downloading or by continuing to use the software.
EULA Revision Date
If you have updated your EULA, be sure to state the date of revision, including when and whether it replaces the existing EULA.
Licensee Information
Includes the name, address, and other possible contact information for the end-user planning to download and use the software.
What To Avoid Putting in a EULA
Avoid putting in commitments or guarantees about the workability of your software.
You may be inadvertently circumventing your own warranty disclaimers. If you choose to provide a warranty, be clear about the timeframe and be extremely specific about what the warranty may cover.
Avoid making the acceptance of your EULA optional for the end-user.
Protect your ownership rights and be clear that the software will not function without the software licensing agreement in place.
Be careful if your EULA requires clauses related to file-sharing programs.
It’s important to explain the potential risks of receiving viruses or monitoring software that may seize control of an end-user’s system. Specifically, your goal is to always limit your liability.
Avoid having to issue revised EULAs that seek access to personal information or the specific monitoring of internet activity.
End-users may not be pleased with the invasive use of their system resources by the software or service vendor.
Tips for Writing a Good EULA
Writing a EULA takes planning and deliberation, but it is not difficult to make it clear and straightforward. A good EULA makes important clauses, like your limited warranty, stand out from the rest of the agreement.
Make it Easy to See and Accept
Be sure your end-users can see your EULA right at the beginning. Make acceptance easy and part of the natural process of starting to use your software.
Make it Easy to Read and Understand
Some software vendors put certain clauses in capital letters to grab the end-user’s attention. While this practice seems to be a viable method of highlighting important clauses, it can become muddy and appear like a block of unintelligible letters.
Other methods that make the EULA easier to read and understand include highlighting the actual portions critical to your software licensing agreement or listing out the sections with related links to make them more accessible for the end-user to locate.
For example, the game site Steam provides links to all pertinent clauses of their EULA, which they refer to as the “Steam Subscriber Agreement.”
Avoid Copy and Pasting
There is no reason to copy and paste when you can streamline your agreement with proper clauses and use phrases that protect your specific software.
Moreover, copying can lead to a muddled policy that won’t appeal to end-users.
Set Clear Guidelines and Expectations
Your clauses should always be unambiguous and leave no room for interpretation regarding what end-users can and cannot do with your software.
Managing expectations is an important part of the software licensor and licensee relationship.
One method of establishing those expectations is to be clear in your “limits of liability” and “warranty disclaimer” sections.
Explicitly explaining to end-users that the licensors have no liability for the use or inability to use the software is the best method of managing the end-users expectations. In addition, be clear that these limitations include damage to computers or mobile devices due to downloading the software.
Match Your Brand’s Voice
If your software is playful and filled with color and graphics, your EULA should be businesslike but match the overall spirit of your site. Use the same color schemes and be consistent in how you refer to the end-user. For example, are they your customer, client, licensee, operator, or something else?
Be Honest and Actionable
Be honest in all your exchanges, and be particularly upfront about billing if your software requires purchasing. For example, explain the costs and consequences of nonpayment. Also, provide notice if prices are changing to allow for an actionable method of ending subscriptions to your software.
Be clear about the details of registrations or end-user subscriptions and what is done with that information concerning the selling of information, future direct sales, or third-party online marketing and tracking.
Being honest about these transactions can prove to your end-users that you respect their information. Provide actionable methods to opt out.
Provide Updates
Your EULA may need to be updated throughout the software’s lifespan with new information and details. Providing updates is an excellent method of proving to your end-users that you care about the continued viability of the original software.
Displaying Your EULA and Getting Consent
Providing a mere link to the EULA without overt affirmative acceptance — like clicking a button — is less enforceable than a license agreement that receives active consent.
In addition to clicking on a button or using a click-wrap license, there are other ways to obtain consent.
For example, the website Taqtile covers all possible ways a licensee may communicate active acceptance of the EULA. Under their terms, acceptance is granted by clicking, accessing, or using complementary or trial products:
Summary
Ultimately, an end-user license agreement protects you, the owner or licensor of the app, from the misuse of the software. So, it’s important to write a comprehensive one when you distribute software to customers.
More about the author
Written by Masha Komnenic CIPP/E, CIPM, CIPT, FIP
Masha is an Information Security and Data Privacy Specialist and a Certified Data Protection Officer. She has been a Data Protection Officer for the past six years, helping small and medium-sized enterprises achieve legal compliance. She has also been a privacy compliance mentor to many international business accelerators. She specializes... More about the author
