User Agreement: Definition, Purpose, Key Terms
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Software and web application owners must inform users of the applicable rules. In some cases, it’s legally required. Your user agreements should be created with the company, users, and governing contract laws in mind.
The article below helps you understand what you need to know.
What is a User Agreement?
A user agreement, also known as an end-user license agreement (EULA), is a legally binding contract between a website or application owner and their users. The provisions of user agreements explain their rights, responsibilities, and limitations.
Other types of of user agreements may include:
- Acceptable use policy
- Browser-wrap agreement
- Clip-wrap license
- SaaS agreement
- Shrink-wrap license
- Software license
- Terms of service
- Terms of use
Some situations legally require you to have a user agreement. For example, suppose that you’re collecting user information in Europe. You must follow General Data Protection Regulation (GDPR) and incorporate a privacy policy into your user agreement accompanied by a consent banner.
Here is an article on the GDPR.
Purpose of a User Agreement
The purpose of a user agreement is to protect you from liability incurred by users or information presented. It generally insulates you from legal actions and damages related to specific events. If you operate a website and create content, you must have a user agreement to safeguard your company.
In short, a user agreement’s real purpose is to protect the company from the ever growing and changing rules with how you are required to interact with users online. If a company is growing and building technology assets, it is wise to have a user agreement to prevent risks created by non-compliance of internet and consumer regulations.
Key Terms in a User Agreement
The key terms in a user agreement are essential to validity and enforceability. Otherwise, a poorly written user agreement can render them null and void. Ensure you mitigate the chances of this happening by familiarizing yourself with the key terms in a user agreement before approaching the legal drafting process.
Key terms in a user agreement include:
Term 1. Non-Exclusivity
Non-exclusivity rights permit other companies to license your software. It’s a clause that allows you to continue earning a profit. However, you don’t always need to include non-exclusivity rights if you don’t issue third-party licenses.
Here is a short article on non-exclusivity clauses .
Term 2. Non-Transferability
Use a non-transferability clause when users are not permitted to transfer their license rights to another party. This prohibits the sharing and non-revenue generating use of your website or web application. A non-transferability clause also provides you the right to file a claim for a breach of contract .
Term 3. Rights
Users must also understand what rights remain intact after a contract’s termination. These are essential for protecting your competitive advantages and legal rights.
Your rights may cover:
- Intellectual property rights
- Distribution rights
- API rights
- Copyrights
These rights are critical to preventing a competitor from purchasing your software and converting elements of it into their financial profit.
Term 4. Modifications
Incorporate modifications terms to ensure that users aren’t allowed to alter your program’s backend or coding. You will also want to communicate how you define modifications to your end-users. Some user agreements utilize a blanket modification in that they’re prohibited altogether.
Term 5. Breach of Contract
Breach of contract provisions allow you to revoke a user’s license if a contractual violation occurs. It’s critical to have these guidelines installed so that you can limit specific actions and prevent them from continuing. Otherwise, users may continue to engage in harmful or abusive behavior.
Term 6. Device Usage
You can describe how users may install your software or application on their devices. Some programs are licensed for a single device, while others allow unlimited installations across numerous mediums. State your expectations clearly and leverage technology to prevent unauthorized installs.
Term 7. Limitations of Liability
Limitations of liability provisions prevent users from suing you for damages related to events beyond your control. Commonly covered events usually include system outages and data losses. However, a limitation of liability clause doesn’t preclude you from actions related to gross negligence.
Term 8. Termination
Your termination provisions tell users about the rights of both parties when ending the user agreement. Termination may also instruct users to uninstall digital downloads or destroy hard copies. Many software companies choose to let users know that they retain the right to terminate the agreement at will.
Here is a short article about termination clauses .
Term 9. Choice of Law
Finally, the choice of law clauses tells users which laws govern the contractual agreement. They set the jurisdiction and venue for your location, not the end-user. It’s essential to incorporate a choice of law clause to limit the costs of handling a dispute should one arise.
Here is a short article on the choice of law clause .
Some of the above-referenced terms may not apply to your user agreement. How you structure your document depends upon the type of information displayed and your website’s available features and purpose. Take the necessary steps toward learning how to write a user agreement by reviewing the section below.
Image via Pexels by cottonbro
How To Write a User Agreement
User agreements can shield your company or startup from severe legal damage caused by another party. Your business doesn’t have to shoulder more than its fair share of liability. Learning how to write a user agreement correctly will help you achieve a better result.
Take the following steps when writing a user agreement:
- Step 1 . Establish if a user agreement is a right fit for your website.
- Step 2 . Speak with technology lawyers for initial advice and insight.
- Step 3 . Discuss implementing a user agreement with your developers.
- Step 4 . Determine if you will license your software to third parties.
- Step 5 . Construct an acceptable transferability policy among users.
- Step 6 . Think about how many devices can install your software.
- Step 7 . Discuss how modifications worth with your developers.
- Step 8 . Receive a first draft copy of your user agreement from your lawyers.
- Step 9 . Review the initial draft with vital team members on the project.
- Step 10 . Finalize the agreement with your lawyers.
- Step 11 . Implement proper and adequate use of your user agreement.
There are other provisions that you may want to include in your user agreements. Some companies and startups have complicated legal relationships with customers. Technology lawyers are well-suited to answer your questions and provide advice if you want a personalized solution.
Examples of User Agreements
A general legal theory is that you should have a user agreement if you sell products and services through a website and create content. Not only are they crucial for protecting your company’s profitability and reputation, but consumers have come to expect them.
Examples of when to utilize user agreements include:
- Selling products to consumers online
- Creating fun and engaging content for users to share
- Posting blogs and web pages to your website
- Licensing software to end-users
- Allowing accountholders to post content in forums
- Engaging with users to collect data
The application of user agreements is wide-ranging. While it’s tempting to reuse another company’s document as a template, avoid making this mistake. Another company’s user agreement isn’t customized for your situation, which means that your business could experience unintended legal consequences.
Get Help With a User Agreement
Getting help with a user agreement is essential to protecting your business. Technology lawyers offer experienced legal advice when negotiating and drafting a valid, enforceable contract. They will provide a tremendous wealth of information that is invaluable to the experience.
Work to protect your company’s legal rights before a devastating problem arises. It’s the most proactive approach. Stay ahead of the curve and get help from technology lawyers at the start of the contract writing process – post a project here on ContractsCounsel to start getting bids from lawyers.
See Real User Agreement Projects
New York Require a User agreement for E - commerce website that can be enforceable on a global scale. Drafting
- New York
- 4 lawyer bids
- $995 - $3,500
Delaware Creating terms and conditions for platform use Drafting
- Delaware
- 15 lawyer bids
- $845 - $2,950
California I am developing a software platform and I need to create a terms and conditions page for users to agree to before paying for the platform. I also want to review for any trademark issues as well. Drafting
- California
- 11 lawyer bids
- $249 - $1,400
Maine Review of Terms of Use, Participant Waiver, and Host Agreement for Social Dining Platform Review
- Maine
- 14 lawyer bids
- $495 - $5,000
Washington I ned the T&C and Pricavy policy reviewed for a new Mobile app for communication Drafting
- Washington
- 14 lawyer bids
- $249 - $2,500
See all User Agreement projects
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
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Jason H.
Jason has been providing legal insight and business expertise since 2001. He is admitted to both the Virginia Bar and the Texas State Bar, and also proud of his membership to the Fellowship of Ministers and Churches. Having served many people, companies and organizations with legal and business needs, his peers and clients know him to be a high-performing and skilled attorney who genuinely cares about his clients. In addition to being a trusted legal advisor, he is a keen business advisor for executive leadership and senior leadership teams on corporate legal and regulatory matters. His personal mission is to take a genuine interest in his clients, and serve as a primary resource to them.
"Wonderful attorney! He was extremely professional, answered all of my questions and was patient with my complicated legal situation. Don’t hesitate to hire him."
Daehoon P.
Daehoon P.
Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services
"Thanks Daehoon for going above and beyond and helping me with a lot of detailed information regarding signing multiple contracts. I was very happy with the outcome. Best"
Gregory B.
I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! I've worked extensively with intellectual property contracts, and specifically with IT contracts (SaaS, Master Subscriptions Agreements, Terms of Service, Privacy Policies, License Agreements, etc.), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts.
"Great work. Greg is very knowledgeable, he helped us think through our needs and produced the needed documents."
Faryal A.
Ms. Ayub is an attorney licensed to practice in Texas. Before moving to the US, she has a number of years of experience in contract review, analysis and drafting. Ms. Ayub is available to help you with your legal problems, as well as filling LLC and other business entity formation documents. To know more about her practice, please visit https://ayublawfirmpllc.com/.
"Excellent experience from start to finish. The work was fast without feeling rushed, the rate was reasonable for the scope, and the draft was thorough — clear language, well-organized, and covered the key terms we needed. Would absolutely recommend and would hire again for future employment matters."
Scott S.
I specialize in business law and contracts, with an emphasis on commercial transactions and negotiations, document drafting and review, employment, business formation, e-commerce, technology, healthcare, privacy, commercial real estate, data security and compliance. Specifically, I've drafted, reviewed and/or negotiated thousands of MSA's, NDA's, TOS', SAAS, sales, service, managed services, referral, reseller, royalty, finder’s fee, employment, contractor, consulting, advertising, marketing, manufacturing, distribution, management, artist, author, agency, photography, rental, lease, vendor, partnership, website, platform, application, privacy, non-compete, non-circumvent, confidentiality, IP ownership and licensing agreements so I'm very familiar with these types of documents. Practicing law since 2006, I worked in-house before starting my own solo practitioner law firm in 2011. I've worked with individuals and start-ups, Fortune 500 companies, and every type of entity in between, always providing quality legal work that fits the exact needs of the person and/or business. I’m a graduate of the Benjamin Cardozo Law School and also have an English degree from Penn.
"Scott helped me reviewed the contracts and saved me from getting into a trap of an outsourced sales services provider from Philippines and Australia"
Tim B.
Attorney Tim Baldwin is the founder of Property Management Law Solutions, PLLC, a Florida law firm that specializes in representing landlords, property owners, apartments, and property management companies in a variety of property related legal matters, like evictions, security deposit disputes, fair housing matters, civil defense, damages actions, risk mitigation, partition, code violation, lease enforcement, and other real property litigation. Starting as a prosecutor from 2004 to 2006, Tim Baldwin gained invaluable experience as a courtroom litigator and to date has tried nearly 60 jury trials. When he opened his law practice in 2006, Tim focused his law practice on helping landlords in the Florida Panhandle. Since then, Tim Baldwin has expanded his law practice across Florida and become known as one of the premier Florida attorneys in landlord and property law. Tim regularly speaks at events for real estate groups, such as apartment and property management associations and real estate investment groups. Tim also hosts his own podcast, Property Management Law Solutions Podcast, where he discusses a wide range of landlord and property management related topics, and is frequently asked to be a guest on other podcasts nationwide.
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Kevin F.
Hi, I’m Kevin Flaherty, an Illinois-licensed attorney with extensive experience negotiating and drafting complex commercial agreements for engineering firms, technology companies, public agencies, and small-to-mid-sized businesses. Over the course of my career, I’ve: Led negotiations on domestic and international contracts, including engineering services agreements, EPC arrangements, SaaS licensing, MSAs, purchase/supply agreements, NDAs, and other mission-critical commercial documents. Developed risk-allocation strategies around indemnities, liability limits, flow-downs, multi-party contracting structures, and high-stakes project frameworks. Built contract playbooks, drafting standards, review matrices, and workflows designed to help clients understand their risks clearly and move deals forward with confidence. Provided training and guidance to internal teams and leadership on contract strategy, compliance considerations, and best practices. I bring not only legal expertise, but also a practical, problem-solving mindset—translating dense legal terms into actionable business decisions and helping clients protect their interests without losing momentum.
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Browse Lawyers NowLawyer Reviews for User Agreement Projects
Review of Terms of Use, Participant Waiver, and Host Agreement for Social Dining Platform
"100% satisfied and will hire Nicholas again. As a startup founder, I needed to thread the needle between protecting my business and doing so affordably. Nicholas clearly identified our key vulnerabilities and offered practical, right-sized solutions to mitigate them without overengineering or unnecessary cost. He was responsive, thoughtful, and deeply knowledgeable about early-stage startup realities. I felt confident that our legal foundations were solid while still remaining flexible for an evolving MVP. I would highly recommend Nicholas to other founders navigating similar challenges."
I am developing a software platform and I need to create a terms and conditions page for users to agree to before paying for the platform. I also want to review for any trademark issues as well.
"He was excellent to work with. Thank you very much."
I ned the T&C and Pricavy policy reviewed for a new Mobile app for communication
"Thank you!"
Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
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Doc Type: User Agreement
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