Limited License Software for the United States

Limited License Software Template for United States

A Limited License Software agreement is a legal document governed by U.S. law that establishes the terms and conditions under which software can be used by a licensee. It defines the scope of permitted use, restrictions, intellectual property rights, warranties, and liabilities. This agreement is structured to comply with U.S. federal and state regulations, including copyright law, consumer protection statutes, and relevant industry-specific requirements. It provides clear parameters for software usage while protecting the licensor's intellectual property rights.

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What is a Limited License Software?

The Limited License Software agreement is essential when a software provider wants to grant specific, limited rights to use their software while maintaining ownership and control. This document is commonly used in the United States and includes critical elements such as usage restrictions, IP protection, liability limitations, and compliance requirements. It's particularly important for protecting proprietary software and ensuring proper usage across various business contexts. The agreement addresses both federal and state legal requirements while providing flexibility for different deployment scenarios.

What sections should be included in a Limited License Software?

1. Parties: Identification of licensor and licensee, including legal entity details

2. Background: Context of the agreement and brief description of the software

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope, duration, and limitations of the software license

5. License Restrictions: Specific prohibitions and limitations on use

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Term and Termination: Duration and conditions for ending the license

8. Warranty Disclaimers: Limitations on warranties provided

9. Limitation of Liability: Caps and exclusions on liability

What sections are optional to include in a Limited License Software?

1. Data Protection: Privacy and data handling requirements when personal data is processed

2. Export Controls: Compliance with export regulations when software may be used internationally

3. Support and Maintenance: Terms for ongoing support services when such services are offered

4. Audit Rights: Right to verify compliance, typically used for enterprise licenses

What schedules should be included in a Limited License Software?

1. Software Description: Technical specifications and features of the software

2. License Fees: Pricing and payment terms if applicable

3. Service Level Agreement: Performance metrics and service standards

4. Acceptable Use Policy: Detailed rules for software usage

5. Data Processing Agreement: Detailed terms for handling personal data

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Copyright Act: Primary federal law (17 U.S.C.) governing software protection and intellectual property rights in the United States

Digital Millennium Copyright Act (DMCA): Federal law addressing digital copyright issues and anti-circumvention provisions

Computer Fraud and Abuse Act (CFAA): Federal legislation addressing computer-related fraud and unauthorized access

Federal Trade Commission Act: Federal law governing consumer protection and unfair business practices

Electronic Communications Privacy Act: Federal law protecting electronic communications and data privacy

Uniform Electronic Transactions Act (UETA): State-adopted uniform law governing electronic transactions and signatures

Uniform Computer Information Transactions Act (UCITA): State law adopted in Virginia and Maryland specifically governing software licenses and transactions

State Consumer Protection Laws: Various state-specific laws protecting consumer rights in software transactions

State Data Privacy Laws: State-specific regulations governing data privacy, such as CCPA in California

Export Administration Regulations (EAR): Federal regulations controlling the export of commercial and dual-use software

International Traffic in Arms Regulations (ITAR): Federal regulations controlling export of defense-related software and technology

HIPAA: Healthcare privacy regulations affecting software handling medical information

GLBA: Financial services regulations affecting software handling financial data

FERPA: Education privacy regulations affecting software handling student data

Uniform Commercial Code (UCC): State-adopted uniform commercial laws governing business transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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