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200cA Software License Agreement is a contract that allows a licensee to use software, but not own it. The software maker keeps some rights that the licensee doesn't get, like continuing to sell the software to others and granting the licensee permission to use the software on a lone computer.
A software license agreement details how and when the software can be used, and provides any restrictions that are imposed on the software. A software license agreement also defines and protects the rights of the parties involved in a clear and concise manner.
A transaction that nominally involves a mere license to use software will be considered a sale under the UCC if it involves a single payment giving the buyer an unlimited period in which it has a right to possession.
Basically, the broad categories that are not covered are transactions involving the sale of real estate, transactions involving the sale of businesses (although other articles of the UCC can and will apply), and transactions involving "intangibles, such as goodwill, patents, trademarks, and copyrights."
The UCC is applicable in sales, leases, negotiable instruments, bank deposits, funds transfers, letters of credit, bulk transfers and bulk sales, warehouse receipts, bills of lading and other documents of title, investment securities, and secured commercial transactions.
The Uniform Commercial Code (UCC) applies to the purchase of goods only and does not apply to cloud services; therefore, state contract laws largely govern cloud services contracts.
First, software must be a good as defined by article 2. Second, software must be either sold or supplied via a non-sale transaction which is determined to be within the domain of article 2.
1 In walks the 21st century with the kicker: the UCC applies solely to transactions of goods and does not expressly mention software.
An end-user license agreement (E.U.L.A.) is a legal contract entered into between a software developer or vendor and the user of the software, often where the software has been purchased by the user from an intermediary such as a retailer.
Proprietary software licenses. The hallmark of proprietary software licenses is that the software publisher grants the use of one or more copies of software under the end-user license agreement (EULA), but ownership of those copies remains with the software publisher (hence use of the term "proprietary").