Plain English EULA!

Short answer: Microsoft’s plain English EULA is a model worth copying. The big idea is to write the agreement to answer the question the customer actually has (“how can I use this?”), not to recite legal formalities nobody reads, and to do it without giving up a single protection that matters.

Microsoft drafted their Windows 8 EULA in plain English and in a way that had not been done before, at least based on what I have read, and I read a lot of EULAs.

The New EULA Structure.

It has three sections: (1) FAQ, (2) Additional Terms, and (3) Limited Warranty. That may not sound like a big deal, but it is. The FAQ is part of the contract. What is really unique is that there is no traditional license grant, just a question about how a user may use the software, and the answer. The reader does not care about a license grant or the legal formalities; they want to know what they can do with the software. I have never seen a court interpret a contract with an embedded FAQ, but I see no reason a court would not enforce it as written, and courts tend to like it when vendors make agreements more readable for consumers.

Why Plain English Is Not Just Cosmetic.

Readability is a legal advantage, not only a style choice. Courts apply the doctrine of contra proferentem, which means ambiguous terms are read against the party that drafted them (you). Clear, plain language gives a court less to construe against you. Plain terms also help on the enforceability front for click-through and consumer agreements, where the question is often whether the user really had notice of what they agreed to, which is exactly how a clickwrap agreement becomes enforceable. A EULA a normal person can understand is easier to enforce than a wall of defined terms, and in practice it closes faster, because the reviewer is not forwarding it to outside counsel just to translate it.

How to Do This Without Giving Up Protection.

Here is the catch: plain English does not mean “drop the protections.” Your limitation of liability, IP ownership, warranty disclaimers, and termination rights all still need to be there and still need to be enforceable. The skill is saying those things in short, direct sentences instead of legalese. A few moves that work: lead each section with the question the customer is really asking, keep one idea per sentence, define a term only when you truly reuse it, and put the operational detail that changes often in a linked policy rather than the signed contract (see contract or policy). Plain on the surface, fully protective underneath.

Why This Matters for Your Paper.

This may usher in a new form of contract drafting. Consider drafting your own customer-facing agreement this way. As a software EULA attorney, we help vendors draft software licenses and EULAs in plain English without giving up the protections that matter.

Frequently Asked Questions.

Can an FAQ really be part of a binding contract? Microsoft built its Windows 8 EULA that way, and there is no good reason a court would not enforce a clearly written FAQ as contract terms. Courts favor agreements consumers can actually understand.

Does plain English weaken my legal protections? No. You keep the liability cap, IP ownership, warranty disclaimers, and termination rights. You just state them in short, direct sentences instead of legalese.

Why does readability help me legally? Ambiguities are construed against the drafter under contra proferentem, so clearer terms reduce that risk, and plainer agreements are easier to show the user had notice of and agreed to.

I hope this helps. Trust me on this one: readable wins deals.

For the foundational decision between an EULA structure and a SaaS subscription structure in the first place, see SaaS Agreement vs. Software EULA: Which Template Do You Need?

Resources:

ZDNet: Microsoft Overhauls Its Windows 8 License Agreements

Disclaimer:

This post is for informational and educational purposes only, and is not legal advice. You should hire an attorney if you need legal advice, which should be provided only after review of all relevant facts and applicable law.