This User Agreement ("Agreement") is a legal agreement between you ("User," "you," or "your") and [Your Software Company Name], located at [Your Company Address], regarding your use of [Your Software Company Name]'s design and development software, services, and associated documentation (collectively, the "Software").

BY CLICKING "I AGREE," OR BY ACCESSING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SOFTWARE.

1. Definitions

Software: Refers to the design and development software provided by [Your Software Company Name], including all features, functionalities, updates, upgrades, and associated documentation.

Subscription: The paid, recurring access to the Software for a defined period, as selected by the User.

User Content: Any data, designs, code, text, images, or other materials created, uploaded, or submitted by the User through the Software.

Intellectual Property Rights: All patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

2. Grant of License

Subject to the terms and conditions of this Agreement and your payment of the applicable Subscription fees, [Your Software Company Name] grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal business or personal purposes, depending on your Subscription plan. This license does not grant you any right to sublicense the Software.

3. Subscription and Payment

Subscription Plans: The Software is offered on various subscription plans with different features, durations, and pricing. Details of these plans are available on our website at [Your Website URL].

Billing: You agree to pay all applicable Subscription fees according to the billing terms in effect at the time a fee is due and payable. All fees are non-refundable unless otherwise expressly stated.

Automatic Renewal: Unless you cancel your Subscription in accordance with Section 4, your Subscription will automatically renew at the end of each billing cycle for the same duration as your initial Subscription, and you authorize us to charge your payment method for the renewal fees.

Price Changes: [Your Software Company Name] reserves the right to change its Subscription fees at any time. We will provide you with reasonable prior notice of any price changes.

Taxes: All fees are exclusive of applicable taxes, and you are responsible for paying any applicable taxes, duties, or charges imposed by any governmental authority.

4. Cancellation and Termination

Cancellation by User: You may cancel your Subscription at any time through your account settings on our website. Your cancellation will be effective at the end of your current billing cycle, and you will continue to have access to the Software until then. No refunds will be issued for any unused portion of your Subscription period.

Termination by [Your Software Company Name]: We may suspend or terminate your access to the Software immediately and without prior notice if you breach any term of this Agreement, including but not limited to failure to pay Subscription fees, or if we believe, in our sole discretion, that your use of the Software is harmful to us or third parties.

Effect of Termination: Upon termination, your right to use the Software will immediately cease. We may delete your User Content from our servers within a reasonable time after termination, but we are not obligated to do so.

5. User Content

Ownership: You retain all Intellectual Property Rights in and to your User Content.

License to [Your Software Company Name]: You grant [Your Software Company Name] a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, reproduce, distribute, modify, adapt, and publicly display your User Content solely for the purpose of providing, maintaining, and improving the Software and its associated services. This license terminates when you remove your User Content or cancel your account, except where necessary to comply with legal obligations or enforce our rights.

Responsibility for User Content: You are solely responsible for your User Content, including its legality, reliability, and appropriateness. You warrant that you have all necessary rights and permissions to use and submit your User Content. You agree not to upload, post, or transmit any User Content that:

is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;

infringes any Intellectual Property Rights or other proprietary rights of any party;

contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity.

6. Restrictions on Use

You agree not to:

Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software.

Rent, lease, sell, sublicense, assign, or otherwise transfer your rights to use the Software.

Use the Software for any illegal or unauthorized purpose.

Interfere with or disrupt the integrity or performance of the Software or data contained therein.

Attempt to gain unauthorized access to the Software or its related systems or networks.

Use the Software to develop competing products or services.

Remove, alter, or obscure any proprietary notices (e.g., copyright and trademark notices) on the Software.

7. Intellectual Property

The Software, including all Intellectual Property Rights therein, is and shall remain the exclusive property of [Your Software Company Name] and its licensors. Nothing in this Agreement grants you any right or license to use any trademarks, service marks, or logos of [Your Software Company Name].

8. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. [YOUR SOFTWARE COMPANY NAME] DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED. YOU USE THE SOFTWARE AT YOUR SOLE RISK.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL [YOUR SOFTWARE COMPANY NAME], ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF [YOUR SOFTWARE COMPANY NAME] HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL [YOUR SOFTWARE COMPANY NAME]'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SOFTWARE EXCEED THE AMOUNT OF FEES PAID BY YOU TO [YOUR SOFTWARE COMPANY NAME] FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless [Your Software Company Name], its affiliates, directors, employees, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Software; (b) your User Content; (c) your violation of this Agreement; (d) your violation of any rights of a third party, including without limitation any intellectual property or privacy right; or (e) any claim that your User Content caused damage to a third party.

11. Data Privacy

Your use of the Software is subject to our Privacy Policy, available at [Link to your Privacy Policy]. Our Privacy Policy describes how we collect, use, and disclose your personal information. By using the Software, you agree to the terms of our Privacy Policy.

12. Modifications to the Agreement

[Your Software Company Name] reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least [Number] days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use the Software after any revisions become effective, you agree to be bound by the revised terms.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of [Your Country/State/Province], without regard to its conflict of law principles.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in [City, Country/State/Province] in accordance with the [Name of Arbitration Rules, e.g., rules of the American Arbitration Association] then in effect. The language of the arbitration shall be English.

14. General Provisions

Entire Agreement: This Agreement constitutes the entire agreement between you and [Your Software Company Name] regarding your use of the Software.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Assignment: You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of [Your Software Company Name]. [Your Software Company Name] may freely assign or transfer its rights and obligations under this Agreement.

Headings: The headings in this Agreement are for convenience only and shall not affect its interpretation.

15. Contact Information

If you have any questions about this Agreement, please contact us at:

[Your Company Email Address] [Your Company Phone Number] [Your Company Website URL]

Date of Last Revision: [Insert Date]