legal-eula

> **Templates only - not legal advice.** Have an attorney review before signing or distributing.

# Legal - End-User License Agreement (EULA)

Generate an EULA for software (desktop, mobile, SaaS). An EULA grants a **license to the software**; a Terms of Service (ToS) governs **service use and account**. Many SMBs conflate them - they are different documents. Apple App Store and Google Play **require** developers to either accept the platform's standard EULA OR provide their own EULA that meets minimum platform terms. ToS alone does not satisfy this.

## When to use

- Distributing software (desktop installer, mobile app, hardware firmware, SDK, library)
- Publishing on Apple App Store or Google Play (custom EULA only required if you don't use the platform default; most developers benefit from their own to extend warranty/IP terms)
- Licensing a software product to enterprise customers (combine with SaaS ToS for cloud-delivered)

## When NOT to use as-is (instead of, or alongside)

- Pure SaaS with no client install → ToS may suffice; EULA optional
- Open-source distributions → use the OSS license (MIT, Apache-2.0, GPL); a separate EULA usually conflicts

## Required inputs (ask upfront)

1. **Jurisdiction (HARD GATE)** - country + state/province for governing law. **If the user does not answer after one ask, REFUSE to generate.** Reply: "I cannot generate an EULA without a governing-law jurisdiction. License-grant scope, warranty-disclaimer enforceability, and consumer-protection overrides differ sharply by jurisdiction."
2. **Software type** - desktop application / mobile app / SaaS with client install / SDK or library / firmware / browser extension / game
3. **License model** - perpetual (one-time purchase) / subscription / freemium / trial-then-paid / free-with-ads / open-core
4. **Distribution platform** - Apple App Store / Google Play / Microsoft Store / direct download / enterprise distribution / multiple
5. **User type** - consumer / business / both
6. **Geography of users** - US-only / EU / UK / global
7. **Commercial use allowed?** - personal-only / commercial / per-seat / per-device
8. **Number of installs/devices per license** - 1 / 3 / unlimited / per-seat
9. **Sublicensing / redistribution allowed?** - usually no, but SDKs/libraries often allow internal use
10. **Reverse engineering, decompilation prohibited?** - typically yes, except where statutorily permitted
11. **Auto-update mechanism?** - yes/no (drives consent language)
12. **Data collection by the software?** - yes (refer to separate Privacy Policy) / no
13. **Company legal name and address**

## Workflow

### Step 1: Confirm inputs

Echo back. **If jurisdiction is missing, refuse to generate** and re-ask. Other unknowns may be marked `[TO BE COMPLETED]`.

### Step 2: Select section bundle

Always include:

1. License grant (scope, term, exclusivity)
2. License restrictions (no reverse engineering, no transfer, no commercial use beyond grant)
3. Ownership and IP (Licensor retains all rights; user gets a license, not a sale)
4. Updates and modifications
5. User data and Privacy Policy reference
6. Third-party components and open-source notices
7. Warranty disclaimer ("AS IS")
8. Limitation of liability
9. Indemnification (often by user for misuse)
10. Termination (auto-termination on breach; license reverts)
11. Export controls (US Export Administration Regulations; sanctioned-country prohibition)
12. Governing law and dispute resolution
13. Miscellaneous (entire agreement, severability, assignment)

Add platform-specific addenda (see Step 3).

### Step 3: Platform-specific addenda

#### Apple App Store EULA addendum (REQUIRED if distributed via App Store and you opt out of Apple's default EULA)

Apple's standard developer terms (Schedule 1 / Schedule 2) require any custom EULA to be **at least as protective** as Apple's standard EULA on the following points. Reproduce verbatim or adapt:

```
APPLE END-USER LICENSE ADDENDUM

This Addendum applies to App Store distribution.

1. Acknowledgement. The Parties acknowledge this License Agreement is between Licensor and the End User only, and not with Apple, Inc. ("Apple"). Licensor, not Apple, is solely responsible for the licensed application and its content.

2. Scope of License. The license granted to End User is limited to a non-transferable license to use the licensed application on any Apple-branded products that End User owns or controls and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the licensed application may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.

3. Maintenance and Support. Licensor is solely responsible for providing any maintenance and support services. Apple has no obligation whatsoever to furnish any maintenance or support services.

4. Warranty. Licensor is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the licensed application to conform to any applicable warranty, End User may notify Apple, and Apple will refund the purchase price. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever.

5. Product Claims. Licensor (not Apple) is responsible for addressing any End User or third-party claims relating to the licensed application or End User's possession and/or use of it, including but not limited to: (i) product liability claims; (ii) any claim that the licensed application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the licensed application's use of HealthKit and HomeKit frameworks.

6. Intellectual Property Rights. In the event of any third-party claim that the licensed application or End User's possession and use of that licensed applic