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Facilitator Guide

End User License Agreements and Terms of Service

What’s covered

  • TOS vs. EULA fundamentals
  • Browsewrap vs. clickwrap acceptance
  • TOS license grant and restrictions
  • TOS risk allocation
  • EULA license grant and restrictions
  • EULA risk allocation

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/end-user-license-agreements-and-terms-of-service/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

  • still frame from End User License Agreements and Terms of Service

    Course

    End User License Agreements and Terms of Service

    An introduction to end user license agreements (EULAs) and terms of service (TOS). The course explains the main elements of the agreements, including the license grant, restrictions on use, indemnification, and limitations of liability.

  • Icon of a document

    Exercise

    PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • What’s the difference between a Terms of Service and an End User License Agreement?
  • How does the way a user accepts an online agreement affect whether a court will enforce it?
  • Why does a platform that hosts user content need a license from its users?
  • What is the purpose of an indemnification provision in a TOS?
  • How do a EULA's risk allocation provisions protect the software provider?
  • Why might some of the protections a software provider builds into a EULA not hold up in court?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system's breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don'ts)
  • Firm-specific guidance and practices

After the session

To continue learning, attendees can check out related courses in Hotshot's Technology Licensing topic.