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I have a client who is a small ISV about to release their first PC application. They are looking to me as the app developer for advice on the EULA to accompany the software. Is there a boilerplate starting point, which I can tune based on my knowledge of the application and the business? One goal is to minimize legal expenses.

  • Which jurisdiction? US? EU? multi-jurisdiction? Where are you, the client and the userbase located? – smci Jun 17 '14 at 18:51
  • @smci: All in the US. – Edward Brey Jun 17 '14 at 18:52
  • What if someone outside the US buys it/downloads it? Canada? EU? Japan? – smci Jun 17 '14 at 19:31
  • @smci: Good point. It is possible, albeit uncommon, for someone from practically any jurisdiction to buy the software. – Edward Brey Jun 17 '14 at 19:35
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I'm not aware of any boilerplate off the top of my head (I'm sure it's out there) but here are some basics to consider based on my experience:

  • even when you (contractor), the client and the (expected) userbase are all located in the US, it's still possible some users outside the US could buy it/download it, e.g. Canada? EU? Japan?
  • EULAs often define the legal jurisdiction to be some defined county in the US. Commonly a business-friendly jurisdiction where you live and work. The default in Silicon Valley is Santa Clara County, California. Delaware is also a common choice due to companies being incorporated there, and none of your customers are likely to live there, or be bothered filing a court case there. Deterrence.
  • there are other boilerplate clauses to exclude implied warranty, no guarantee of service, limit liability, consequential damages etc.
  • if the product/service is anything more a shrinkwrapped product/download, e.g. if it stores any user data or logs (e.g. SaaS, social etc.) you will want to think about data use policy, retention, privacy, how we use your data, consent, marketing etc. This varies hugely by jurisdiction esp. EU, Germany. These terms are generally not spelled out in the EULA, since they generally change over time, but they are incorporated by reference in the EULA "How we use XYZ data is governed by our privacy policy which is stated on our website, and may vary from time to time at our discretion".

I am not a lawyer, this does not constitute advice, disclaimer, etc.

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