Short answer: EULA enforceability has a fraud ceiling. A limitation of liability protects you against most claims, but not against fraud. The Dillard’s v. i2 case turned a $10 million deal into a roughly $246 million judgment. The lesson: never over-commit and under-deliver, and draft against the fraud end-run. There
Short answer: whether a third party can use or access your software is up to your agreement, not the customer. One court held that letting a third party use the software, even for the customer’s benefit, breached the license. So decide the rule and write it down. This question comes
Short answer: review your EULA or SaaS contract at least once a year, and any time you change your model or launch an offering. The goal is simple: make sure the paper still matches how you actually sell, and simplify it while you are in there. Adjust your contracts to
Short answer: copyright law does not stop your customers from reverse engineering your software, your contract has to, and even then courts have carved out fair-use exceptions for interoperability. So the reverse engineering clause in your EULA or SaaS terms is doing real work, and you want it drafted correctly.
Short answer: in most software EULAs, the customer owes you for licenses it installed, not just the ones it actually uses. A reported case involving the Los Angeles County Sheriff drove the point home, and it is a useful teaching tool when a customer claims it should only pay for
Short answer: use a contract when you need a commitment neither side can change unilaterally (caps, indemnities, service levels); use a policy when you need the freedom to change the rules as your business evolves (security practices, support hours, acceptable use). The test is whether you need to be bound
Short answer: the agreement you send to close a deal telegraphs how serious and sophisticated your company is, before anyone reads a word about your product. A long, confusing one says “amateur”; a short, clear, fair one says “we do this all the time.” When a software, SaaS, or other
Short answer: if the customer primarily reaches your software through a browser, you need a SaaS subscription agreement; if the customer primarily downloads and installs your software, you need an EULA. The form follows the primary item provided, not what you call your company. As a SaaS lawyer, I sometimes
Short answer: a software license is permission to use software the owner still owns. Its boundaries live in the grant clause and the license metric, and your software should actually enforce what the agreement says. Every software company should understand what the term software license actually means. As a software
Short answer: if you want to write better SaaS agreements and EULAs, give whoever drafts them one instruction: simplify. Shorter, plain-English agreements close faster, survive procurement, and hold up better if they ever reach a jury. The rest of this post is how to actually get your lawyers there. How
Short answer: copyright protects your software automatically, but a license agreement (a contract) lets you define and limit exactly how the customer may use it. Smart software companies rely on the right mix of both, not one alone. While this is a complex legal issue, let me try to simplify
Short answer: the end user agreement purpose is broader than most vendors realize. In software and SaaS, an end user agreement does more than allocate risk. Its real job is to explain and support your business model, set expectations, and stay readable — with “what happens if things go wrong”
Short answer: yes, you can reserve the right to change your software contract, but a clause that lets you change “any term at any time in your sole discretion” can backfire badly. In Harris v. Blockbuster, that exact language made the company’s arbitration clause unenforceable, because a promise you can
Short answer: software license transfer M&A and corporate reorganization scenarios have one controlling question: what does your assignment clause say? Your customer can transfer your software in a reorganization only if your agreement says they can. Transfers on a merger, acquisition, stock sale, asset sale, or internal restructuring are governed
Short answer: a well-drafted EULA can end a lawsuit before trial. In Hayes v. SpectorSoft, one precise consent clause got the whole case dismissed at summary judgment, which is exactly why your end user agreement terms are worth getting right. A recent case was dismissed before trial because the terms
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