Version: 1.0.0 Effective Date: 2026-05-05
This End User License Agreement ("Agreement" or "EULA") is a binding legal contract between you ("you," "your," or "User"), an individual or single legal entity, and ToolProof LLC, a Indiana limited liability company ("ToolProof," "we," "us," or "our"), governing your installation and use of the ToolProof desktop software application and any associated documentation, updates, or support materials (collectively, the "Software").
BY DOWNLOADING, INSTALLING, ACTIVATING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE AND, IF ALREADY PURCHASED, REQUEST A REFUND IN ACCORDANCE WITH THE TOOLPROOF TERMS OF SERVICE.
Subject to your full and continuing compliance with this Agreement and timely payment of all applicable fees, ToolProof grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use one (1) copy of the Software on a single designated computer (the "Licensed Machine") for your internal use, whether for personal or commercial machining work.
This license is bound to the Licensed Machine via a hardware-derived identifier generated at activation. Use of the Software on any computer other than the Licensed Machine requires either a separate license or a machine-replacement request as described in the ToolProof Terms of Service.
ToolProof reserves all rights not expressly granted to you. No title to or ownership of the Software, in whole or in part, is transferred. The Software is licensed, not sold.
You shall not, and shall not permit any third party to:
(a) copy, modify, adapt, translate, or create derivative works of the Software, except as expressly permitted by this Agreement or applicable law that may not be waived by contract;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the Software, except to the limited extent applicable law expressly permits despite this restriction;
(c) rent, lease, lend, sell, redistribute, sublicense, or otherwise transfer the Software, in whole or in part, to any third party;
(d) remove, obscure, or alter any proprietary, copyright, trademark, or other notices contained in or on the Software;
(e) use the Software in any manner that violates applicable law or any third party's rights;
(f) circumvent, disable, or otherwise interfere with security, licensing, activation, or authentication features of the Software, including any hardware-binding or license-key validation mechanisms;
(g) use the Software to develop a competing product or to benchmark for the purpose of developing a competing product; or
(h) deploy the Software in a multi-user, server, virtual desktop infrastructure (VDI), or shared environment where multiple users access a single installation, unless expressly authorized in writing by ToolProof.
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOOLPROOF AND ITS LICENSORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, TOOLPROOF DOES NOT WARRANT THAT (A) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (B) THE SOFTWARE WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR FREE OF DEFECTS, BUGS, OR VULNERABILITIES; (C) THE SOFTWARE'S OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE FOR ANY PARTICULAR PURPOSE; OR (D) ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY TOOLPROOF SHALL CREATE A WARRANTY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, ANY WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED IN DURATION AND SCOPE TO THE MINIMUM PERMITTED BY LAW.
THIS SECTION IS MATERIAL TO THE BARGAIN. READ CAREFULLY.
ToolProof is an informational tool that parses, analyzes, and reports on G-code programs and CNC tool library data. The Software's output is provided for informational purposes only and is intended to assist — not replace — qualified human review of CNC programs and machine setups.
You expressly acknowledge and agree that:
(a) The Software is NOT a safety device, safety system, or safety check. It is not designed, certified, or intended to be relied upon as the sole or primary means of verifying the safety, correctness, or suitability of any CNC program, tool selection, work-holding decision, machine configuration, or machining operation.
(b) The Software is NOT a substitute for the judgment, training, experience, or verification work of a qualified CNC programmer, machinist, setup operator, or supervisor. All operators must independently verify all CNC programs, tool offsets, work coordinates, fixture setups, and machine parameters before running any program on any machine.
(c) CNC machining is inherently hazardous. Improper setups, programming errors, tool failures, fixture failures, and machine malfunctions can cause severe property damage, machine damage, tool breakage, workpiece destruction, fire, and serious bodily injury or death. The Software does not eliminate or reduce these hazards.
(d) You are solely responsible for: verifying every CNC program before execution; conducting appropriate dry runs, simulations, and air cuts; observing all manufacturer instructions for your machine, tooling, and work-holding; complying with all applicable workplace safety standards (including but not limited to OSHA, ANSI B11, and any successor or equivalent standards); ensuring all operators are properly trained; and maintaining all required guards, interlocks, and safety equipment.
(e) You shall not rely on ToolProof's output as the basis for any decision that could result in damage or injury without independent verification by qualified personnel using methods appropriate to the risk.
The Software is not designed for use in, and you shall not use the Software in, any application where failure or inaccuracy of the Software could reasonably be expected to result in death, personal injury, or severe physical or environmental damage absent independent human verification.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) EXCLUDED DAMAGES. IN NO EVENT SHALL TOOLPROOF OR ITS LICENSORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF TOOLPROOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) SPECIFIC EXCLUSIONS. Without limiting the generality of subsection (a), and notwithstanding any other provision of this Agreement, TOOLPROOF SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING, WHETHER DIRECT OR INDIRECT: damage to or destruction of CNC machines, machine tools, spindles, fixtures, or any related equipment; tool breakage; workpiece loss, scrap, or rework; production downtime or lost production capacity; lost profits or lost business opportunities; personal injury, bodily harm, or wrongful death; property damage of any kind; environmental damage; third-party claims, including claims by your customers, employees, or visitors; loss or corruption of data, files, or programs; or any costs of recovery, replacement, or substitute services.
(c) AGGREGATE LIABILITY CAP. WITHOUT LIMITING SUBSECTIONS (a) AND (b), THE TOTAL CUMULATIVE LIABILITY OF TOOLPROOF AND ALL RELATED PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID TO TOOLPROOF FOR THE SOFTWARE LICENSE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(d) BASIS OF THE BARGAIN. You acknowledge that the fees charged for the Software reflect the allocation of risk set forth in this Agreement, and that the limitations and exclusions in this Section 5 (and the disclaimers in Sections 3 and 4) are an essential element of the bargain between the parties. The Software would not be provided to you absent these limitations.
(e) JURISDICTIONAL LIMITS. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any such limitation is held unenforceable, the liability of ToolProof shall be limited to the maximum extent permitted by applicable law.
You shall defend, indemnify, and hold harmless ToolProof, ToolProof LLC, its members (including Henry, individually), managers, officers, employees, contractors, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, suits, actions, judgments, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:
(a) your use of, or reliance on, the Software or its output;
(b) your violation of this Agreement or any applicable law;
(c) any CNC program, tool setup, machining operation, or other action you undertake based in whole or in part on the Software's output;
(d) any personal injury, property damage, or other harm caused by you, your employees, contractors, or invitees in connection with your use of the Software or its output; or
(e) your infringement or misappropriation of any third-party right.
ToolProof shall provide you with reasonable notice of any claim subject to indemnification and reasonable cooperation at your expense. ToolProof reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification, in which case you shall cooperate with ToolProof in asserting any available defenses.
This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
You and ToolProof agree that the exclusive jurisdiction and venue for any action, suit, or proceeding arising out of or relating to this Agreement or the Software shall lie in the state or federal courts located in Indiana, and each party irrevocably consents to the personal jurisdiction of such courts and waives any objection based on inconvenient forum.
(a) Term. This Agreement is effective on the date you first install, activate, or use the Software, and continues until terminated as provided in this Section 8.
(b) Termination by You. You may terminate this Agreement at any time by ceasing all use of the Software, uninstalling all copies, and deleting any associated license materials.
(c) Termination by ToolProof for Cause. ToolProof may terminate this Agreement immediately, with or without notice, if you breach any material term of this Agreement, including without limitation the restrictions in Section 2 or your payment obligations under the ToolProof Terms of Service.
(d) Termination for Convenience. ToolProof may terminate this Agreement on thirty (30) days' written notice (which may be sent to the email address on file).
(e) Effect of Termination. Upon termination for any reason, your license rights immediately cease, and you shall: (i) cease all use of the Software; (ii) uninstall and delete all copies of the Software in your possession or control; and (iii) on request, certify in writing that you have done so. Sections 2 (Restrictions), 3 (Warranty Disclaimer), 4 (No Fitness for Safety-Critical Use), 5 (Limitation of Liability), 6 (Indemnification), 7 (Governing Law and Venue), 8(e), and 10–14 shall survive termination.
ToolProof may, in its sole discretion, provide updates, upgrades, patches, or modifications to the Software. Such updates may be subject to additional or different terms presented at the time of installation. ToolProof is not obligated to provide updates or to maintain backward compatibility. Support, if any, is provided as described in the ToolProof Terms of Service.
You shall not, and shall not authorize or assist any third party to, reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to discover the source code, object code, internal structure, or licensing or activation mechanisms of the Software. You shall not bypass, disable, or interfere with any technological protection measure that controls access to or copying of the Software, except to the limited extent applicable law expressly permits despite contractual prohibition.
The Software may be subject to United States export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and economic sanctions administered by the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC). You represent and warrant that you are not located in, under the control of, or a national or resident of any country or party subject to U.S. embargo or trade sanctions, and that you are not on any U.S. government list of prohibited or restricted parties. You are solely responsible for compliance with all applicable export control and sanctions laws in connection with your use of the Software.
ToolProof may assign or transfer this Agreement, in whole or in part, without notice or consent, including in connection with a merger, acquisition, sale of assets, or reorganization. You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without ToolProof's prior written consent. Any attempted assignment in violation of this Section is void.
(a) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving its intent.
(b) Entire Agreement. This Agreement, together with the ToolProof Terms of Service and Privacy Policy referenced herein, constitutes the entire agreement between you and ToolProof concerning the Software, and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written.
(c) No Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver. No waiver shall be effective unless in writing and signed by the waiving party.
(d) No Agency. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
(e) Headings. Section headings are for convenience only and do not affect interpretation.
(f) Force Majeure. ToolProof shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or utility outages, or third-party service provider failures.
(g) Notices. Notices to ToolProof shall be sent to support@toolproof.dev. Notices to you may be sent to the email address associated with your license.
Questions about this Agreement may be directed to:
ToolProof LLC Email: support@toolproof.dev
End of End User License Agreement, version 1.0.0.