Software License Agreement

Introduction

1. Purpose

This Software License Agreement ("Agreement") is a legal document that outlines the terms and conditions for the use of the proprietary software ("Software") provided by [Your Company Name], a company registered in the United States, with its principal place of business at [Your Company Address] ("Licensor").

2. Acceptance

By installing, copying, or otherwise using the Software, you ("Licensee") agree to be bound by the terms of this Agreement. If you do not agree to the terms, you must not use the Software.

Definitions

1. Terms and Definitions

Term	Definition
Software	Refers to the proprietary software provided by the Licensor.
Licensee	The individual or entity that has acquired the Software under the terms of this Agreement.
Licensor	The Licensor, the company that owns the Software.
Intellectual Property	Refers to all patents, copyrights, and trademarks associated with the Software.

License Grant

1. Scope of Use

Subject to the terms of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable license to use the Software for personal or internal business purposes.

2. Limitations

The Licensee is permitted to:

1. Install the Software on a single device, and 

2. Use the Software for personal or internal business purposes.

3. Prohibited Uses

The Licensee is not permitted to:

1. Sublicense, sell, or lease the Software, and 

2. Reverse engineer or decompile the Software.

Restrictions

1. Modification

The Licensee shall not modify, adapt, or create derivative works based on the Software.

2. Proprietary Notices

The Licensee shall not remove any proprietary notices, labels, or marks from the Software.

Ownership

1. Ownership Rights

The Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights therein.

2. No Transfer of Rights

This Agreement does not transfer any ownership rights to the Licensee.

Payment

1. License Fee

The Licensee shall pay a one-time license fee as specified at the time of purchase.

2. Payment Terms

Payments are due within 30 days of the invoice date. Late payments may incur additional fees.

3. Refunds

No refunds will be issued once the Software has been downloaded or activated.

Termination

1. Termination by Licensor

This Agreement will terminate automatically if the Licensee fails to comply with any of the terms and conditions hereof.

2. Termination by Licensee

The Licensee may terminate this Agreement by ceasing all use of the Software and deleting all copies.

Warranties and Disclaimers

1. No Warranties

The Licensor provides the Software "as is" and disclaims all warranties, whether express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

2. No Liability for Consequential Damages

In no event shall the Licensor be liable for any special, incidental, or consequential damages arising out of the use or inability to use the Software.

Limitation of Liability

1. General Limitation

The Licensor shall not be liable for any damages, including but not limited to, loss of data or profit, even if advised of the possibility of such damages.

2. Maximum Liability

The maximum liability of the Licensor under this Agreement shall not exceed the amount paid by the Licensee for the Software.

Governing Law

1. Jurisdiction

This Agreement is governed by the laws of the United States and will be interpreted in accordance with the federal laws of the United States.

2. Dispute Resolution

Any disputes arising from this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.

Miscellaneous

1. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior oral agreements.

2. Amendments

This Agreement may only be amended in writing and signed by both parties.

Contact Information

For any questions regarding this Agreement, please contact:

• Email: [Your Company Email]

• Phone: [Your Company Number]

• Address: [Your Company Address]

By signing below, both parties agree to the terms and conditions outlined in this Software License Agreement.

Licensor:

[Your Name]

[Your Company Name]

Date: ____________________

Licensee:

[Licensee Name]

[Licensee Company Name]

Date: ____________________

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