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How to write your Software EULA and Warranty Agreement
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Use cases for this template
EmberLattice locks down misuse while speeding enterprise rollout
The Challenge
When Liam Ortiz at EmberLattice LLC sold the TallyBench desktop analytics app to Argent Motors, the pilot spread informally across the internet-connected plant floor, risking unauthorized copying, unclear party rights, and expectations for support services that the EULA didn't promise; one manager even tried to assign a copy to another party without permission, raising the specter of legal action and damages arising from non-compliance.
The Solution
EmberLattice enforced the single-machine license type with a license key, tightened rules on distribution, and referenced the agreement's limit liability and transfer provisions so continued use would be governed solely by the contract's specific terms while still meeting business needs for reliable features.
The Implementation
Using Proposal Kit, they produced supporting documents around the legal contract: a proposal with automated line-item quoting to separate license fees from optional maintenance and training, an AI Writer-generated rollout guide that explained preventing unauthorized copying and escalation guidelines, and a plain-language warranty and repair process brief that linked to relevant key clauses for quick reference.
The Outcome
Argent Motors accepted the conditions set in writing, misuse dropped, and managers understood what was expressly granted; disputes faded, revenue stabilized, and both sides had clear boundaries without escalating to court.
SilkRoad Distribution expands abroad without tripping export controls
The Challenge
Nadia Rahman at SilkRoad Distribution BV planned to distribute RedOak Dynamics' ModelPro CAD across regions indirectly controlled by sanctions, a critical instance where a single failure to screen could affect the entire relationship and trigger litigation, penalties, or a forced halt in connection with the software provided.
The Solution
They leaned on the EULA's export control and transfer restrictions to set expectations in advance, clarified that only certain actions were expressly authorized, and established that any other provision or request for rights would require written permission from the licensor before they could distribute component parts or other names/editions.
The Implementation
Proposal Kit's document assembly produced supporting materials: a compliance briefing for resellers that summarized guidelines and definitions, an AI Writer-crafted export screening procedure and reporting template, and a pricing proposal with line-item quoting that itemized regional fees, physical media charges, and translation costs so each order flowed cleanly from purchase order to delivery at a given time.
The Outcome
SilkRoad avoided sanctions pitfalls, maintained validity under the legal agreement, and grew revenue while proving they could manage risks the right way; RedOak saw fewer requests that conflicted with party rights, and both companies stayed aligned on factors that enable safe global exchange.
SureSpan resets expectations with a university lab before a meltdown
The Challenge
When Garden State University's Data Lab bought SureSpan Analytics' desktop application, researchers assumed SaaS-style service levels and data security promises that weren't in the EULA; under pressure, one PI threatened legal action if availability ever failed, despite the contract's cap on potential damages and the nature of a desktop install.
The Solution
SureSpan refocused the conversation on the legal framework-what was intended, what was non-infringing, and how the warranty's exclusive remedy would replace or refund rather than guarantee uptime-while offering optional support services as add-ons to fit the lab's different types of projects.
The Implementation
With Proposal Kit, SureSpan delivered supporting documents: a comparison brief that explained differences between desktop licenses and SaaS contracts, a risk memo and maintenance plan drafted with the AI Writer, and a quote that separated license fees from optional services so the lab could utilize exactly what it needed without ambiguity about features or responsibilities.
The Outcome
Clarity defused tension, the lab aligned its workflows to local rules and the contract's scope, and both sides discovered they could manage expectations and value; disputes didn't materialize, developers stayed focused on improvements, and the community gained a reusable set of references for future projects.
Abstract
This legal document is a perpetual end-user license agreement that governs software usage for a single, standalone computer. It is a legally binding agreement between the software provider (the licensor) and the customer (the licensee). The grant of license is non-transferable without consent, does not permit network installation, and prohibits unauthorized copying, reverse engineering, distribution, or derivative works.
One user who primarily uses the licensed machine may also install the application software on a home or portable computer. Ownership rights remain with the publisher and its suppliers; the license provides usage rights only, not source code or other proprietary rights.
Key components include a 30-day warranty period stating the software will substantially conform to its documentation under normal use. The sole and exclusive remedy for a valid warranty claim is either refund of fees paid (the purchase price) or replacement of the software or portion thereof. Beyond that, there is a comprehensive warranty disclaimer: the software is provided as is with no other warranties of merchantability, fitness, or non-infringement.
The agreement sets liability limits to the purchase price and excludes incidental damages, lost profits, business interruption, and other commercial damages to the maximum extent permitted by the jurisdiction's laws. If the exclusive remedy fails of its important purpose, the above limitation still applies to the maximum extent permitted.
Export control laws are explicit. The customer must comply with U.S. export administration regulations, avoid prohibited export transactions, and ensure no transfers to sanctioned countries or denied parties. Government end users receive the software with restricted rights. The governing law is specified by the state and country; the agreement includes an entire agreement clause, and modifications require written consent.
This contract focuses on desktop software distribution, not software as a service. Unlike a SaaS agreement, there are no service level agreements, provider's servers, user accounts, data handling, software updates, or technical support obligations defined. EULAs typically address third-party software and open source licenses under a separate license agreement; while this agreement centers on software ownership and common restrictions, organizations should maintain compliance with any other terms that may apply.
Use cases include a software developer licensing a desktop tool to individual end users, an enterprise installing limited-use utilities on a secured workstation, or a vendor deploying website scripts for back-end tracking while preventing unauthorized use.
Proposal Kit helps organizations create and manage software agreements and related legal function documents with document assembly, automated line-item quoting, and an AI Writer that can build supporting documents. Its extensive template library and ease of use enable teams to set clear expectations, align license terms with the business model, and ensure coherent, plain language contracts.
Beyond the basics, this user license agreement EULA clarifies commercial purposes and payment expectations. License fees are tied to a perpetual license type for a single machine, with continued use conditioned on acceptance of the specific terms and conditions set in the legal contract. Delivery can occur via physical media or online download; in most cases, access may be controlled by a license key and reinforced by a copyright notice and other proprietary notices to prevent unauthorized copying. Payment terms may flow through a purchase order or such order from an organization or legal entity; additional fees may apply for upgrades, maintenance, or replacement media, depending on the vendor's policies.
The legal framework centers on key clauses that limit liability and cap potential damages. The entire liability is limited to fees paid, with only warranties for 30 days; strict liability is disclaimed along with certain warranties, subject to statutory rights. The agreement is governed solely by the named jurisdiction, with disputes arising to be heard by a competent jurisdiction court.
Parties should be aware of legal obligations around patents, non-infringing use, and defense against any third-party claim, as well as termination for non-compliance or misuse. The grant is expressly granted and expressly authorized only for the number of devices and component parts allowed; any other rights must be requested in advance.
For business readers, key takeaways include establishing clear boundaries for software use, responsibilities, and protection. This EULA is focused on a desktop software product, not subscription services or SaaS products, so it does not define service levels, data security, availability, support services, or annual subscription pricing typical of saas contracts. If open source software or other software is bundled or independently developed, a separate legal agreement may apply. Organizations should manage potential risks, costs, and variations, and document any revised terms or modifications in writing to enforce validity.
Proposal Kit enables teams to create legally binding agreements in plain language, align license terms with business needs, and manage differences across various forms-desktop apps, tools, or SaaS-using document assembly, automated line-item quoting, an AI Writer for related documents, and an extensive template library. This helps set clear boundaries, define scope and payment, and ensure compliance across agreements delivered to customers.
Adding further context, the agreement's definitions and acceptance mechanism matter: opening the package or installing the software provided constitutes express acceptance. Transfers or an attempt to assign rights require permission from the licensor; if one party fails to obtain consent, that transfer is void. Party rights include enforcing rules against distribution over the internet or networks and preventing unauthorized copying.
If a dispute leads to legal action, damages arising are capped by the contract's liability limits, and litigation is heard in a competent jurisdiction. The warranty claim window is limited to a given time, and failure to comply with export rules, especially transactions involving countries indirectly controlled by sanctioned regimes, can trigger consequences for either party. Where local law is contrary to the warranty limitations, certain actions or statutory rights may still apply.
Operationally, this agreement focuses on a desktop instance, not on providing services or defining service levels. Features may change, and repair is not promised; the exclusive remedy is to replace the software or refund. Network distribution, resale, or copying beyond archival use is not permitted; copyright notice and other names or other proprietary notices should display to reinforce ownership.
For evaluation purposes, open source components or different types of apps typically use separate terms; organizations should request any additional rights in advance. Developers may use website scripts for back-end automation in connection with tracking, but access and usage remain governed solely by the EULA's specific terms.
From a business standpoint, clear guidelines help manage risk factors, protect revenue, and set the relationship between payment and rights. The link between pricing and rights is fundamental: rights are expressly granted, limited to the license type, and may not be expanded by any other provision or informal exchange. Managing compliance at scale across the world and within your community of users means documenting modifications, variations, or revised terms with precision, capturing details by reference, and ensuring permissions before you distribute component parts or develop integrations. Proposal Kit can help organizations write this article's key takeaways into consistent templates, align definitions with business needs, and maintain clear boundaries that add value without slowing teams.
How do you write a Software EULA and Warranty Agreement document? - The Narrative
SOFTWARE LICENSE AGREEMENT AND WARRANTY STATEMENT
(End-User Perpetual License/Redistribution Prohibited) Company Name IS WILLING TO LICENSE THE SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE OPENING THE PRODUCT PACKAGE AND INSTALLING THE SOFTWARE, AS OPENING THE PRODUCT PACKAGE AND INSTALLING THE SOFTWARE WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU DO NOT AGREE WITH THESE TERMS, THEN Company Name IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD RETURN THE SOFTWARE TO THE PLACE OF PURCHASE AND RECEIVE A FULL REFUND.
The Software
The accompanying computer programs, data compilation(s), and documentation are referred to herein as the "Software.
Perpetual Term
The term of the license granted herein shall be perpetual unless terminated by written notice by you for convenience or terminated by either party for material breach. Immediately upon termination of this license for any reason, you shall return to Company Name all copies of the Software and documentation. License Grant (Single, Standalone CPU). You are granted non-exclusive rights to install and use the Software on a single computer only; however, 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 80% of the time, then that person may also use the Software on a portable or home computer.
You may not install the Software on a network or transmit the Software electronically from one computer to another or over a network. You may copy the Software for archival purposes, provided that any copy must contain the original Software's proprietary notices in unaltered form. Web site scripts may be installed on one or more servers to provide back-end tracking.
Restrictions
You may not: (i) permit others to use the Software; (ii) modify or translate the Software; (iii) reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law; (iv) resell the Software outside of our affiliate program; (v) copy the Software, except as expressly provided above; or (vi) remove or obscure any proprietary rights notices or labels on the Software.
Transfers
You may not transfer the Software or any rights under this Agreement without the prior written consent of Company Name, which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.
Ownership
Company Name and its suppliers own the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software's design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides you only a limited use license, and no ownership of any intellectual property.
LIMITED WARRANTY STATEMENT; LIMITATION OF LIABILITY. Company Name warrants only to you that the Software shall perform substantially in accordance with accompanying documentation under normal use for a period of thirty (30) days from the purchase date. The entire and exclusive liability and remedy for breach of this Limited Warranty shall be, at Company Name's option, either (i) return of the purchase price of the Software, or (ii) replacement of defective Software and/or documentation, provided the Software and/or documentation is returned to Company Name with a copy of your purchase confirmation. Company Name AND ITS SUPPLIERS AND RESELLERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY.
THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED, EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
No action for the above Limited Warranty may be commenced after one (1) year following the expiration date of the warranty. To the extent that this Warranty Statement is inconsistent with the jurisdiction where you use the Software, the Warranty Statement shall be deemed to be modified consistent with such local law. Under such local law, certain limitations may not apply, and you may have additional rights which vary from jurisdiction to jurisdiction. For example, some states in the United States and some jurisdictions outside the United States may: (i) preclude the disclaimers and limitations of this Warranty Statement from limiting the rights of a consumer; (ii) otherwise restrict the ability of a manufacturer to make such disclaimers or to impose such limitations; or (iii) grant the consumer additional legal rights, specify the duration of implied warranties which the manufacturer cannot disclaim, or prohibit limitations on how long an implied warranty lasts.
INDEPENDENT OF THE FOREGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL Company Name OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF Company Name HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL Company Name'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE LICENSE.
EXPORT CONTROLS
You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders.
By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.
LICENSEE OUTSIDE THE U.S.
If you are located outside the U.S., then the following provisions shall apply: (i) Insert the foreign language translation of the next sentence for the country or countries you will be selling to, such as French, German, Italian, etc. Translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language. You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements.
This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of State, Country, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
This license is written in English and English is its controlling language.
GOVERNMENT END USERS
The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.
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How to Build a Legal Contract with Proposal Kit
This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.
Frequently Asked Questions
How do I customize this contract to fit my business needs?
Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
Is this contract compliant with laws and regulations?
The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
Can I use the same contract for different clients or projects?
You can use the same contract for different clients or projects. The templates are versatile and easily adapted for various scenarios. You will need to update specific details such as client names, project descriptions, and any unique terms for each new agreement to ensure that each contract accurately reflects the particulars of the individual client or project.
What should I do if I encounter a clause or term I don't understand?
If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
How do I ensure that the contract is legally binding and enforceable?
To ensure that the contract is legally binding and enforceable, follow these steps:
- Complete all relevant sections: Make sure all blanks are filled in with accurate information.
- Include all necessary terms and conditions: Ensure that all essential elements, such as payment terms, deliverables, timelines, and responsibilities, are clearly defined.
- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.
Ian Lauder has been helping businesses write their proposals and contracts for two decades. Ian is the owner and founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.By Ian Lauder
Published by Proposal Kit, Inc.Disclaimers
Proposal Kit, Inc. makes no warranty and accepts no responsibility for the suitability of any materials to the licensee's business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for the results obtained. The information included is not legal advice. Names in use cases have been fictionalized. Your use of the contract template and any purchased packages constitutes acceptance and understanding of these disclaimers and terms and conditions.
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