EULA template - free download for software

A Modular EULA Template That Scales With Your Product

A EULA template for a solo-developer macOS utility should not look like Adobe's EULA. The Microsoft Windows EULA runs eleven pages because it has to cover OEM bundling, dozens of jurisdictions, and a global consumer base. A $19 desktop app needs maybe four. The template below is built modularly: eight core sections every EULA needs, plus six optional sections you bolt on only when your product actually does the thing the section is about. Three worked examples at the end show what the same template looks like for a desktop app, a mobile app, and a SaaS platform.

Table of Contents

• Why EULA Templates and Generators Both Fail
• The Core EULA — Eight Sections Every Software Product Needs
• Optional Sections — Add When Your Product Does The Thing
• Three Worked Variations
• EULA Template vs Generator vs Custom-Drafted
• When You Need a SaaS Agreement Instead
• EULA Review Checklist Before Launch
• When to Use an AI Tool, When to Use a Lawyer
• Frequently Asked Questions
• Sources

Why EULA Templates and Generators Both Fail

Free EULA templates online fall into two failure modes. The first is the cargo-cult template — a 22-page document copied from an enterprise software publisher and stripped of attribution, full of clauses that have no connection to what a small product actually does. Export-control language drafted for software shipped on physical media in 1998. Indemnification obligations sized to a Fortune 500 vendor. Subscription auto-renewal terms in a EULA for a one-time-purchase app. Shipping a bloated EULA is not safer than shipping a focused one; courts in at least four U.S. jurisdictions have refused to enforce clauses they regard as buried in irrelevant boilerplate, applying the doctrine of contra proferentem — ambiguities construed against the drafter — under Restatement (Second) of Contracts § 206.

The second failure mode is the generator. A EULA generator asks ten questions, returns a 12-page document, and gives you no way to tell which clauses are doing useful work and which are decorative. Our editorial review of three popular generator outputs in May 2026 found arbitration clauses unenforceable against California consumers under recent state amendments, export-control language tied to a jurisdiction the generator did not ask about, and data-collection clauses that referenced GDPR without including the disclosures GDPR actually requires.

For the broader explanation of what a EULA is, how it differs from Terms of Service, and where it fits in software licensing law, see our what is a EULA hub.

The Core EULA — Eight Sections Every Software Product Needs

This is the universal core. Every EULA in the worked examples below starts with these eight sections in this order. Bracketed placeholders need to be filled in for your product. Read the annotation under each section before deciding to remove or modify the clause.

END USER LICENSE AGREEMENT

This End User License Agreement (the "Agreement" or "EULA") is a binding agreement between you ("You" or "Licensee") and [Licensor Legal Name] ("Licensor", "we", or "us") governing your use of [Software Product Name] (the "Software"). By installing, accessing, or using the Software, You agree to be bound by this Agreement. If You do not agree, do not install, access, or use the Software.

1. License Grant

Subject to the terms of this Agreement and Your payment of any applicable fees, Licensor grants You a limited, non-exclusive, non-transferable, revocable license to install and use the Software for Your personal or internal business purposes. The license is granted for [the number of installations / one device / one user account] specified at the time of purchase or as set forth in the order documentation.

Plain English. This is the only clause that grants you anything. Without it, the entire EULA is a list of restrictions on a right that was never given. The default scope above — non-exclusive, non-transferable, revocable — is industry standard. Make it exclusive only if you are intentionally restricting distribution; make it perpetual only if you charged a perpetual-license price.

2. Restrictions on Use

You will not, and will not permit any third party to: (a) copy the Software except as needed for backup and ordinary use; (b) modify, translate, adapt, or create derivative works of the Software; (c) reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law notwithstanding this restriction; (d) sublicense, lease, rent, or distribute the Software to any third party; (e) remove or alter any proprietary notices on the Software; or (f) use the Software in violation of any applicable law or regulation.

Plain English. This is the list of things the license does not include. The carve-out in (c) — "except to the extent expressly permitted by applicable law" — is required for enforceability in the EU and in seven U.S. states whose consumer protection statutes preserve the right to reverse engineer for interoperability purposes. Removing the carve-out invites a court to strike the entire restriction.

3. Intellectual Property Ownership

The Software and all copies and components are licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not transfer any ownership of the Software to You, and the only rights You receive are those expressly granted in Section 1.

Plain English. "Licensed, not sold" is a legal-art phrase that establishes the right to terminate the license without refunding the purchase price, and prevents the "first sale doctrine" from applying. Without it, a court may treat the transaction as a sale of a copy under 17 U.S.C. § 109 and allow resale.

4. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Plain English. The all-caps format is not aesthetic. UCC § 2-316 requires "conspicuous" formatting to enforce a disclaimer of implied warranties; courts in most U.S. jurisdictions read all-caps as conspicuous and lowercase as non-conspicuous. The last sentence — "Certain jurisdictions do not allow..." — preserves enforceability in states that limit warranty waivers, by acknowledging the limit rather than fighting it. Keep both.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR FIFTY U.S. DOLLARS ($50).

Plain English. Two separate limits: a category exclusion (indirect, consequential, lost profits) and a dollar cap. Both must be present for the clause to do its job. The $50 floor matters when the purchase price is small or zero — without it, the cap on a free app is $0 and a court may refuse to enforce a clause it sees as illusory. For a detailed walk-through of how to read and negotiate liability caps, see our limitation of liability clauses guide.

6. Termination

This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice if You fail to comply with any term of this Agreement. Licensor may also terminate this Agreement at any time on written notice if You breach this Agreement. Upon termination, You must cease all use of the Software and destroy all copies in Your possession. Sections 3, 4, 5, 7, and 8 survive termination.

Plain English. Auto-termination on breach is standard. The survival list ensures that the warranty disclaimer, liability cap, and IP ownership clauses continue to apply after termination — without survival, a terminated user could argue the IP restrictions no longer bind them. Match the survival list to whichever sections actually need to outlive the agreement.

7. Governing Law and Disputes

This Agreement is governed by the laws of the State of [Governing State], United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in [County, State], and You consent to the personal jurisdiction of those courts. This Section does not waive any mandatory consumer protection rights available to You under the laws of Your country of residence.

Plain English. Pick the state where your business is registered. The last sentence — preserving local consumer protection rights — is what makes the choice-of-law clause enforceable in the EU, the UK, Canada, and Australia. Without it, courts in those jurisdictions routinely ignore the choice and apply their own law. If you only sell domestically, you can omit the last sentence; if you sell internationally, do not.

8. Entire Agreement

This Agreement, together with any order documentation and any policies referenced herein, constitutes the entire agreement between You and Licensor regarding the Software and supersedes all prior agreements, proposals, and communications, whether oral or written. If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force and effect. Licensor's failure to enforce any right or provision of this Agreement will not be deemed a waiver of that right or provision.

Plain English. Three boilerplate provisions packed into one section: integration (this agreement is the whole deal), severability (one bad clause does not sink the rest), and no-waiver (we did not give up rights by not enforcing them once). Keep all three; they are short and they do work.

Optional Sections — Add When Your Product Does The Thing

Each section below is optional. Add it only when your product actually does the thing the section is about. Adding an irrelevant section weakens the document; not adding a relevant section creates a gap.

9. Automatic Updates (when your software updates itself)

The Software may automatically download and install updates from time to time. You agree that Licensor may deliver updates and that updates may modify or replace components of the Software. Licensor may, but is not required to, notify You of material updates. If You do not consent to automatic updates, Your only remedy is to stop using the Software.

Plain English. Auto-updates without consent language create two risks: a breach claim if the update changes behavior the user relied on, and a Computer Fraud and Abuse Act exposure if the update touches systems the user did not authorize you to touch. Include this section in any product that updates without an explicit per-update user prompt.

10. Data Collection and Privacy (when your software collects user data)

The Software collects and processes certain information as described in our Privacy Policy at [URL]. By using the Software, You consent to that collection and processing. The Privacy Policy is incorporated into this Agreement by reference. Where required by applicable law, including the General Data Protection Regulation, the California Consumer Privacy Act, or other privacy regulations, You retain all rights to access, correct, delete, or port Your personal data as specified in the Privacy Policy.

Plain English. The EULA itself should not be a privacy policy. It should reference a separate privacy policy and incorporate it by reference. The last sentence preserves enforceability under GDPR Article 17 (right to erasure) and CCPA § 1798.105 (right to delete) — both of which override a contractual waiver. Omit this section only if your product genuinely collects no user data.

11. Subscription and Renewal Terms (when you charge a subscription)

If You purchase a subscription to the Software, Your subscription will renew automatically at the end of each billing period for an additional period of the same length, at the then-current rate, unless You cancel at least [24/48] hours before the end of the current period. You may cancel at any time by [cancellation method]. Cancellation takes effect at the end of the current billing period; You will not receive a refund for the unused portion of the current period unless required by applicable law.

Plain English. Required for any subscription product. The "[24/48] hours" notice window is specified by app store policies for in-app subscriptions; for direct-to-consumer subscriptions, set it at 24 hours. California's Automatic Renewal Law (Cal. Bus. & Prof. Code § 17600) and similar laws in eleven other states require that auto-renewal terms be conspicuously disclosed and that cancellation be at least as easy as sign-up. Make the cancellation method real and easy, not theoretical.

12. Export Compliance (when your software is subject to U.S. export controls)

The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply with all applicable export and re-export restrictions and not to transfer or use the Software in any country subject to a U.S. embargo or to any person on the U.S. Department of Commerce Denied Persons List or the U.S. Department of Treasury list of Specially Designated Nationals.

Plain English. Required when your software contains encryption above the EAR exemption thresholds (most modern apps with TLS or stored credentials do, technically), or when you sell to enterprises that require it. A solo developer shipping a productivity app on the App Store outside regulated industries can usually rely on Apple's standard export terms and omit this section. If in doubt, include it — it is short and does no harm.

13. Third-Party Components and Open Source (when your software includes third-party code)

The Software includes certain third-party components, including open source software, that are subject to their own license terms. A list of such components and their respective licenses is available at [URL] or within the Software's "About" or "Acknowledgments" section. To the extent any third-party license terms conflict with this Agreement, the third-party license terms govern with respect to that third-party component.

Plain English. Required when you ship GPL, LGPL, Apache, MIT, or any other open-source code, which is most modern software. The conflict-control language in the last sentence is required by the GPL family of licenses — without it, a strict reading of the GPL can void your EULA's restrictions on the entire product. Maintain a real acknowledgments list; do not link to a placeholder.

14. Beta and Pre-Release Terms (when you ship beta or early-access versions)

If the Software is identified as a beta, pre-release, or evaluation version, You acknowledge that the Software is provided for evaluation purposes only, may contain errors and defects, and may be modified or discontinued at any time. You will use the Software at Your own risk. The disclaimers and limitations in Sections 4 and 5 apply with particular force to beta versions, and Licensor specifically disclaims any obligation to release a final or production version.

Plain English. Include in any product distributed as beta, early-access, TestFlight, or similar. The "may be discontinued" language matters: without it, beta users who relied on the product can claim a breach when you shut it down. The clause is short, narrow, and only applies when the beta version is actually identified as such.

Three Worked Variations

The modular template above produces a different EULA for each product type. The three variations below show what the same core template looks like with different optional sections selected.

Variation A: Simple Desktop App (Solo Developer, One-Time Purchase)

A solo developer shipping a paid macOS or Windows utility — a clipboard manager, a screenshot tool, a file converter — needs the eight core sections plus exactly two optional ones.

Length: 4–5 pages. Total drafting time using the template: 45 minutes.

Variation B: SaaS Platform (Subscription, Cloud Data, Multiple Users)

A SaaS platform is the case where the EULA structure starts breaking down. Strictly speaking, a SaaS product needs a SaaS subscription agreement rather than a EULA, because users access remotely hosted software rather than installing it. If you sell SaaS to consumers and use a clickwrap flow at sign-up, the practical document looks like a EULA with extra clauses. If you sell SaaS to businesses with negotiated contracts, you need a full SaaS agreement — see the when you need a SaaS agreement instead section below.

For consumer-facing clickwrap SaaS, the modular template with these adjustments:

Length: 7–9 pages. Add a separate Data Processing Agreement (DPA) if you process EU personal data or operate in healthcare, finance, or education.

Variation C: Mobile App (App Store Distribution, In-App Purchases)

A mobile app distributed through Apple's App Store or Google Play has an unusual structure: the app store imposes a default EULA, and your custom EULA (if you supply one) must satisfy Schedule 1 of the Apple Developer Program License Agreement and Google's equivalent. The default works for most free apps; supply your own when you have in-app purchases, subscriptions, or specific usage restrictions.

Length: 5–7 pages. Apple's Schedule 1 contains required boilerplate that must appear verbatim; do not paraphrase it.

EULA Template vs Generator vs Custom-Drafted

The right path depends on the product, the revenue, and how much risk you can tolerate. Our editorial comparison of the three approaches across cost, quality, customization, and time:

For products under $50,000 in expected first-year revenue, the modular template is almost always the right choice. For products above $250,000 in expected annual revenue or operating in regulated industries (healthcare, finance, children's data, defense), custom drafting pays for itself the first time you face a regulator or a sophisticated counterparty. Generators sit in an awkward middle: faster than the template, worse output than custom, and priced at a level that rarely justifies the trade-off.

When You Need a SaaS Agreement Instead

A EULA is the wrong document for a pure SaaS product. The legal frame of a EULA — a license to use installed software — does not match how SaaS works. Use a SaaS subscription agreement when:

• The software is delivered as a hosted service rather than installed code
• The customer's data is stored on your servers, not theirs
• You commit to availability or uptime, even informally
• You have access to customer data during normal operation
• The customer is a business, not a consumer

A SaaS subscription agreement includes the eight core EULA sections plus six additional categories a EULA does not address:

1. Service description and Service Level Agreement (SLA) — uptime commitments, response times, and service credits when commitments are missed
2. Customer data ownership and use — explicit statement that the customer owns its data; Licensor has only the rights needed to provide the service
3. Security and confidentiality obligations — administrative, technical, and physical safeguards Licensor will maintain
4. Data Processing Agreement (DPA) — required where you process EU personal data under GDPR Article 28 or comparable U.S. state laws
5. Termination assistance — your obligations to help the customer export data and transition off the platform
6. Sub-processor management — disclosure and approval process for any third party that processes customer data on your behalf

If you are selling SaaS to other businesses with negotiated contracts, the right starting document is a Master Service Agreement structured for software services, not a EULA. See our MSA agreement template and our broader freelancer contracts guide if the engagement also includes implementation services. If you are looking at NDA-only protection during a sales conversation, the NDA template guide handles that piece separately.

EULA Review Checklist Before Launch

Run this 10-item checklist on every EULA before shipping. Every item that fails is a clause to add, rewrite, or remove. Most failures take under fifteen minutes to fix when caught at this stage and weeks to fix after a dispute.

1. Assent mechanism. Is acceptance captured by an affirmative click before install or sign-up? Browsewrap links in a footer fail in most U.S. circuits and in EU consumer courts.
2. License Grant scope. Does Section 1 grant exactly the rights you intend — number of devices, named users, or accounts? An unstated scope defaults to ambiguity.
3. "Licensed not sold" language. Does Section 3 state that the software is licensed, not sold? Without it, the first-sale doctrine may apply.
4. Reverse-engineering carve-out. Does Section 2 preserve rights granted by applicable law? Missing the carve-out forfeits the entire restriction in the EU and at least seven U.S. states.
5. Warranty disclaimer formatting. Is Section 4 in conspicuous (all-caps or bold) formatting? UCC § 2-316 makes this a hard requirement.
6. Liability cap with floor. Does Section 5 set both a category exclusion and a dollar cap with a meaningful floor? A cap of "$0" on a free product is illusory.
7. Survival list. Does Section 6 list which sections survive termination? Without survival, terminated users can argue the restrictions no longer bind them.
8. Local consumer rights preserved. If you sell internationally, does Section 7 preserve mandatory local consumer protection rights? Without it, the choice-of-law clause is routinely ignored abroad.
9. Optional sections match the product. Have you added every optional section your product needs and removed every one it does not? A subscription product without a subscription section is a gap; a one-time-purchase product with one is bloat.
10. External references resolve. Do the Privacy Policy URL, third-party components URL, and any cancellation method actually exist and work? Dead links in a EULA are construed against the drafter.

When to Use an AI Tool, When to Use a Lawyer

For a EULA under roughly $50,000 in expected first-year product revenue with standard product features — installed software, optional data collection, optional subscription, no regulated data — an AI contract review tool can catch the structural issues quickly: missing assent flow, conspicuous-formatting gaps, illusory liability caps, missing reverse-engineering carve-outs, dead URLs. Pact scans EULAs on iOS and highlights license-scope, liability, and termination clauses, flagging language that diverges from typical industry norms and noting clauses that may be unenforceable in specific jurisdictions. It does not replace a lawyer, but it produces a focused list of items to review.

For products above $250,000 in expected annual revenue, anything subject to regulated data (HIPAA, COPPA, FERPA, GDPR special categories), enterprise sales with negotiated contracts, or international distribution across mature consumer-protection regimes, hire a software-licensing attorney. Expect $1,500 to $5,000 for a focused EULA drafting engagement; less for review of a starting draft based on this template. For consumer products sold globally, the cost of one attorney engagement is cheaper than one mid-sized arbitration in any of the jurisdictions whose courts would have rewritten your EULA for you.

The three single most important edits to make on a generic generated EULA, if you have no other option and you are shipping under deadline, are: (1) replace any auto-arbitration clause with a court-and-jurisdiction clause that preserves local consumer rights, (2) replace any uncapped liability disclaimer with a clause that has both a category exclusion and a dollar cap with a $50 floor, and (3) confirm the assent flow is clickwrap, not browsewrap. Those three changes alone bring a generated EULA from "probably unenforceable in half the jurisdictions you sell into" to "good enough to ship while you do the rest right."

Frequently Asked Questions

Is a free EULA template legally binding?

Yes, when it is presented and accepted in a way courts recognize. The enforceability of a EULA depends almost entirely on the assent mechanism — a clickwrap flow where the user clicks "I agree" before installing or using the software is routinely upheld; a browsewrap flow where the EULA is buried in a footer link is routinely struck down. A free template signed or clicked through correctly is just as binding as a $5,000 custom-drafted EULA, provided it covers license scope, restrictions, IP ownership, liability, warranty disclaimers, and termination.

What's the difference between a EULA and Terms of Service?

A EULA governs the right to install and use installed software on a device — it is a license. Terms of Service govern access to an online service or website — they are a usage policy. A traditional desktop app needs a EULA. A pure SaaS platform usually needs a SaaS subscription agreement or Terms of Service, not a EULA. A mobile app typically needs both: a EULA covering the installed app and Terms of Service covering any cloud features. The labels matter less than the substance — what matters is whether each clause your product actually needs is in there somewhere.

Do I need a EULA if I distribute through the App Store?

Apple's App Store and Google Play impose a default Licensed Application End User License Agreement that applies to your app unless you supply your own. Most developers accept the default for free apps and supply a custom EULA only when they need specific terms — usage restrictions, subscription handling, indemnification, or data collection language. If you do supply your own EULA, Apple requires that it meet minimum terms set by Schedule 1 of their Apple Developer Program License Agreement, including non-transferability and a service-level disclaimer.

Can I just use a EULA generator?

You can, but read the output before shipping it. EULA generators are useful when you understand what each clause does and you treat the output as a starting draft. They are dangerous when treated as a finished document. Our review of three popular EULA generators in May 2026 found generated agreements ranging from 8 to 22 pages, with two of three including arbitration clauses unenforceable against consumers in California, export-control language tied to the wrong jurisdiction, and data-collection clauses that do not match GDPR or CCPA requirements. The price of a generator is usually $39 to $99 — and the cost of the wrong clauses is whatever the eventual dispute costs.

How long should a EULA be?

A workable EULA for a small software product runs 4 to 8 pages. The Microsoft Windows EULA is roughly 11 pages because it covers operating system distribution, OEM bundling, and consumer protection regimes across dozens of jurisdictions. A solo developer shipping a macOS productivity app does not need that scope. Length is a function of what the product actually does — if your app does not collect data, the data-collection section can be removed entirely; if there is no subscription, the renewal section comes out; if there is no beta program, the beta section comes out.

What's the difference between a EULA and a SaaS agreement?

A EULA grants a license to install and run software on the user's device. A SaaS subscription agreement grants a right to access software hosted by the provider. The legal frame is different: a EULA is governed by software licensing law (largely common-law contract plus UCC Article 2 by analogy); a SaaS subscription is governed by service contract law. SaaS agreements need clauses a EULA does not — service-level commitments, data ownership and portability, security obligations, and termination-assistance provisions. If your product is purely cloud-hosted with no installed component, draft a SaaS subscription agreement, not a EULA.

Sources

• Specht v. Netscape Communications Corp., 306 F.3d 17 (2d Cir. 2002). U.S. Court of Appeals for the Second Circuit, 2002.
• Uniform Commercial Code § 2-316 — Exclusion or Modification of Warranties. Cornell Law School Legal Information Institute, 2024.
• Magnuson-Moss Warranty Act, 15 U.S.C. §§ 2301–2312. U.S. Congress, 1975.
• Apple Developer Program License Agreement, Schedule 1 — Licensed Application End User License Agreement. Apple Inc., 2024.
• General Data Protection Regulation (Regulation (EU) 2016/679). European Parliament and Council of the European Union, 2016.
• California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. California Legislature, 2018.
• Export Administration Regulations, 15 C.F.R. Parts 730–774. U.S. Bureau of Industry and Security, 2024.
• Editorial review of three EULA generator outputs and eleven publicly available EULA templates. Shepherdstack LLC, May 2026.