Custom Proprietary License

1END-USER LICENSE AGREEMENT
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3IMPORTANT: PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THIS SOFTWARE.
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51. LICENSE
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7By receiving, opening the file package, and/or using [Software Product Name]("Software") containing this software, you agree that this End User User License Agreement(EULA) is a legally binding and valid contract and agree to be bound by it. You agree to abide by the intellectual property laws and all of the terms and conditions of this Agreement.
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9Unless you have a different license agreement signed by [Software Owner/Company] your use of [Software Product Name] indicates your acceptance of this license agreement and warranty.
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11Subject to the terms of this Agreement, [Software Owner/Company] grants to you a limited, non-exclusive, non-transferable license, without the right to sublicense, to use [Software Product Name] in accordance with this Agreement and any other written agreement with [Software Owner/Company]. [Software Owner/Company] does not transfer the title of [Software Product Name] to you; the license granted to you is not a sale. This agreement is a binding legal agreement between [Software Owner/Company] and the purchasers or users of [Software Product Name].
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13If you do not agree to be bound by this agreement, remove [Software Product Name] from your computer now and, if applicable, promptly return to [Software Owner/Company] by mail any copies of [Software Product Name] and related documentation and packaging in your possession.
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152. DISTRIBUTION
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17[Software Product Name] and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part. For information about redistribution of [Software Product Name] contact [Software Owner/Company].
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193. USER AGREEMENT
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213.1 Use
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23Your license to use [Software Product Name] is limited to the number of licenses purchased by you. You shall not allow others to use, copy or evaluate copies of [Software Product Name].
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253.2 Use Restrictions
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27You shall use [Software Product Name] in compliance with all applicable laws and not for any unlawful purpose. Without limiting the foregoing, use, display or distribution of [Software Product Name] together with material that is pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age is strictly prohibited.
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29Each licensed copy of [Software Product Name] may be used on one single computer location by one user. Use of [Software Product Name] means that you have loaded, installed, or run [Software Product Name] on a computer or similar device. If you install [Software Product Name] onto a multi-user platform, server or network, each and every individual user of [Software Product Name] must be licensed separately.
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31You may make one copy of [Software Product Name] for backup purposes, provided your backup copy is not installed or used on any computer. Any other copies you make or distribute of [Software Product Name] are in violation of this Agreement.
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333.3 Limitation of Responsibility
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35You will indemnify, hold harmless, and defend [Software Owner/Company], its employees, agents and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with your use of [Software Owner/Company]'s Software.
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37In no event (including, without limitation, in the event of negligence) will [Software Owner/Company], its employees, agents or distributors be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to this Agreement, [Software Product Name] or the use or inability to use [Software Product Name] or the furnishing, performance or use of any other matters hereunder whether based upon contract, tort or any other theory including negligence.
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39[Software Owner/Company]'s entire liability, without exception, is limited to the customers' reimbursement of the purchase price of the Software (maximum being the lesser of the amount paid by you and the suggested retail price as listed by [Software Owner/Company] ) in exchange for the return of the product, all copies, registration papers and manuals, and all materials that constitute a transfer of license from the customer back to [Software Owner/CompanyCertainly! Below is an example template for a proprietary software license agreement. Please note that this is for educational purposes only and is not a substitute for professional legal advice. You should consult with a legal professional before using this template to ensure it meets your project's needs and complies with applicable laws.
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41```markdown
42# PROPRIETARY SOFTWARE LICENSE AGREEMENT
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44## IMPORTANT NOTICE:
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46THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY, REFERRED TO HEREIN AS "LICENSEE") AND [FULL COMPANY NAME] ("LICENSOR"). READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE.
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48### 1. LICENSE GRANT
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50The Licensor hereby grants Licensee a non-exclusive, non-transferable, limited license to use the software product identified as [Software Product Name] ("Software") solely for Licensee's personal or internal business purposes. This Agreement does not permit the installation or use of multiple copies of the Software, or the installation of the Software on more than one computer at any given time, on a system that allows shared used of applications, on a multi-user network, or on any configuration or system of computers that allows multiple users.
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52### 2. OWNERSHIP
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54The Software is the property of the Licensor and is protected by copyright law and international copyright treaty provisions. The Licensee acknowledges that no title to the intellectual property in the Software is transferred to the Licensee. The Licensee further acknowledges that title and full ownership rights to the Software will remain the exclusive property of the Licensor and the Licensee will not acquire any rights to the Software, except as expressly set forth in this Agreement.
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56### 3. RESTRICTIONS
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58- Licensee may not reverse engineer, decompile, or disassemble the Software.
59- Licensee may not rent, lease, lend, or in any way distribute or transfer any rights in this Agreement or the Software to third parties without Licensor's written approval.
60- Licensee may not make the Software available on a network where it could be used by multiple devices at the same time.
61- Licensee may not remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
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63### 4. LIMITED WARRANTY
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65The Licensor warrants that for a period of [warranty period] from the date of receipt, the Software will perform in substantial accordance with the documentation supplied with the Software. If a substantial non-conformance with the documentation is found, the Licensee's exclusive remedy shall be limited to the replacement of the Software or a suitable workaround, which shall be selected at Licensor's discretion.
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67### 5. LIMITATION OF LIABILITY
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69In no event will the Licensor be liable for any indirect, special, incidental, or consequential damages arising out of the use or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppages, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof.
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71### 6. TERMINATION
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73This Agreement is effective until terminated. The Licensee may terminate this Agreement at any time by destroying all copies of the Software in their possession. It will also automatically terminate if the Licensee fails to comply with any term of this Agreement. Upon termination, the Licensee shall destroy all copies of the Software.
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75### 7. MISCELLANEOUS
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77This Agreement shall be governed by the laws of [Governing Law Jurisdiction]. If any provision of this Agreement is declared void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
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79### IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.
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81LICENSEE:
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83By: _________________________
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85Title: ______________________
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87Date: _______________________
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89LICENSOR:
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91By: _________________________
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93Title: ______________________
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95Date: _______________________
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97[Make sure to replace placeholders with the actual information and review the agreement with a legal professional.]