Tormach Inc. End User License Agreement 
for Tormach Machine Controller Software (“Software EULA”) 

IMPORTANT – PLEASE READ THE FOLLOWING CAREFULLY:
BY INSTALLING, COPYING OR OTHERWISE USING THE TORMACH SOFTWARE (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS SOFTWARE EULA.  YOUR AGREEMENT TO THIS SOFTWARE EULA IS A CONDITION TO TORMACH’S GRANT TO YOU OF THE RIGHTS CONTAINED HEREIN, WHICH INCLUDE THE RIGHTS TO USE THE TORMACH SOFTWARE UNDER TORMACH’S COPYRIGHTS AND THE GNU GENERAL PUBLIC LICENSE (“GPL”) (see http://www.gnu.org/copyleft/gpl.html), THE TERMS OF WHICH ARE INCORPORATED HEREIN AND MADE A PART OF THIS SOFTWARE EULA.  IF YOU DO NOT AGREE TO THE TERMS OF THIS SOFTWARE EULA, DO NOT INSTALL, COPY OR USE THE TORMACH SOFTWARE.

Please note that this Software EULA applies only to the Tormach Software, as defined below.  The Tormach Machine Controller Images and Graphics designed for use in conjunction with the Tormach Software on Tormach’s CNC machines (the “Image Files”), are licensed separately in machine-readable object code form only, and are not licensed pursuant to this Software EULA, but pursuant to the terms of the separate Tormach Images EULA.

This Tormach Inc. End User License Agreement for Tormach Machine Controller Software (“Software EULA”) is a legal contract between you, either as an individual or a single entity (“you”), and Tormach Inc., with offices at 1071 Uniek Drive, Waunakee, WI 53597 USA (“Tormach”).  It incorporates the terms of the GNU and governs your use of the Tormach Machine Controller Software in machine-readable object code and source code form, including all components, product documentation and associated media, sample files, extension files, tools and utilities and technical information contained therein, and any Software Updates, as defined below (collectively, the “Tormach Software”).  

This Software EULA may be amended from time to time by Tormach with notification to you, including posting on Tormach’s website (see www.tormach.com).  You agree that any amendments to this Software EULA made by Tormach and communicated by Tormach posting them on its website constitutes sufficient notice to you.  You agree to be bound to any amendment to this Software EULA if you continue to use the Tormach Software after any such notification described above.

1.LICENSE GRANT – SOURCE CODE AND OBJECT CODE.  
1.1The Tormach Software is licensed to you and not sold.  Subject to the terms of this Software EULA and the terms of the GPL, Tormach grants you a personal, non-exclusive, non-transferable (subject to Section 11), non-sublicensable, and revocable (only if this EULA is breached) license to use the Tormach Software in source code and object code form solely as permitted by the functionality of, and in conjunction with, your authorized use of the Tormach Software as installed on Tormach machines, and as otherwise permitted under the terms of the GPL.  You may use the Tormach Software on as many Tormach machines on which the Software is designed to be used as you legally own or control.  No other use of the Tormach Software is permitted.  The Tormach Image Files are provided separately by Tormach under the terms of the Tormach Images EULA and are not governed by this Software EULA.

1.2You may obtain the complete Corresponding Source (as defined the GPL) to the Tormach Software for a period of three (3) years after Tormach’s last shipment of the Tormach Software, which will be no earlier than 2017-08-01, by sending a money order or check for US$10.00 to:
GPL Compliance Division
Tormach Inc.
1071 Uniek Drive
Waunakee, WI 53597999

Please write “Source Code for Machine Controller Software” in the memo line of your payment.
2.RESERVATION OF RIGHTS.  You acknowledge that the Tormach Software is the copyrighted property of Tormach and protected by U.S. Copyright Law and international treaties.  Tormach and its third-party licensors (“Licensors”) reserve all such rights with respect to the Tormach Software, except for the rights expressly granted to you in Section 1 (including, for the avoidance of doubt, the rights granted under the GPL).  Except for such express license, no right, title, interest or license in or to the Tormach Software, whether by implication, estoppel or otherwise, is granted, assigned or transferred to you.  You agree not to take any action that interferes, in any manner, with Tormach or its Licensors’ rights with respect to the Tormach Software.  All rights not expressly granted by Tormach herein are reserved by Tormach. 
3.RESTRICTIONS.  You acknowledge and agree that you will not, other than in compliance with and as permitted by this Software EULA (including, for the avoidance of doubt, the GPL): (a) reproduce, modify, adapt, translate or create any derivative works of the Tormach Software; (b) distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer, publish or disclose the Tormach Software to any third party (except as permitted under Section 11); or (c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Tormach Software or used in connection with the Tormach Software, which you must reproduce in any material you add to the Tormach Software.  
4.UPDATES; NON-PERSONALLY IDENTIFIABLE INFORMATION.  
4.1Updates.  Tormach may, from time to time, issue updated versions of the Tormach Software (collectively, “Software Updates”).  You acknowledge that Tormach has no obligation to provide you with any Software Updates nor support for same.  The Tormach Software may automatically connect to Tormach or third-party servers via the Internet to check for available updates to the Tormach Software (collectively, “Software Updates”) and may either (a) automatically electronically update or replace the version of the Tormach Software that you are using on your Tormach machine, or (b) provide you the option of manually downloading such Software Updates.  By installing the Tormach Software and not disabling the feature which automatically checks for Software Updates, if applicable, you hereby agree and consent to automatically request and receive Software Updates from Tormach or third-party servers, and that the terms and conditions of this Software EULA shall apply to all such Software Updates.  Additional or alternative license terms or a supplemental Software EULA may accompany a Software Update, which you must agree to in order to use the Software Update.
4.2
4.3Non-Personally Identifiable Information. The Tormach Software may contain automatic communications features which relay certain non-personally identifiable information to Tormach and/or its third-party data analytics providers in connection with the operation of the Tormach Software.  This information may include your Tormach Software settings, versions of the Tormach Software you are using, and other items as identified in the Tormach Privacy Policy (available at http://www.tormach.com/privpolicy.html).  Tormach and its data analytics providers may use this information for research purposes including statistical analysis of aggregate customer behavior.  You agree to the terms of the Tormach Privacy Policy, which are expressly incorporated herein by reference.
5.DISCLAIMER OF WARRANTY.  THE TORMACH SOFTWARE IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TORMACH AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS OR LACK OF VIRUSES.  TORMACH DOES NOT WARRANT THAT THE TORMACH SOFTWARE WILL MEET YOUR REQUIREMENTS OR BE ERROR-FREE.  THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE TORMACH SOFTWARE REMAINS WITH YOU.  THE FOREGOING WARRANTY DISCLAIMER SHALL NOT MODIFY, CONSTRUE OR AMEND THE APPLICABLE WARRANTY THAT RELATES TO YOUR USE, IF APPLICABLE, OF TORMACH MACHINES.
6.LIMITATION ON LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TORMACH OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION LOSS OF DATA, COMPUTER SYSTEM FAILURE, MALFUNCTION OR OTHER PECUNIARY LOSS RELATING TO OR ARISING OUT OF THIS SOFTWARE EULA OR THE USE OF OR INABILITY TO USE THE TORMACH SOFTWARE, EVEN IF TORMACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IN NO EVENT SHALL TORMACH’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN CONNECTION WITH THE TORMACH SOFTWARE EXCEED, IN THE AGGREGATE, FOR ANY AND ALL CLAIMS, THE SUM OF $25.  THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.  TORMACH IS NOT RESPONSIBLE OR LIABLE FOR ANY INFECTIONS OR CONTAMINATION OF YOUR SYSTEM, DAMAGE TO YOUR SYSTEM, OR DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISING OUT OF OR RELATED TO YOUR USE OF THE TORMACH SOFTWARE.
7.U.S. GOVERNMENT RESTRICTED RIGHTS.  The Tormach Software is provided with restricted rights.  Use, duplication, or disclosure by the U.S. government is subject to restrictions as set forth in subparagraph (b)(3)(i) of The Rights in Technical Data and Computer Tormach Software clause of DFARS 252.227- 7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Tormach Software-Restricted Rights at 48 CFR 52.227-19, as applicable.  The manufacturer is Tormach Inc., 1071 Uniek Drive, Waunakee, WI 53597 USA.
8.EXPORT RESTRICTIONS.  Tormach makes no representation that the Tormach Software is appropriate for use in your country of use.  You acknowledge that no part of the Tormach Software or underlying information or technology may be downloaded or otherwise exported or re-exported into (or to a national or resident of) any countries subject to U.S. trade embargo (currently Iran, Cuba, Syria, North Korea, and Sudan), or anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.  By using the Tormach Software, you are agreeing to the foregoing, and are representing and warranting that you are not located in or under the control of a national or resident of any such country or on any such list.  
9.INDEMNITY.  You hereby agree to indemnify, defend and hold Tormach and its Licensors harmless from and against any and all liabilities, damages, claims, fines and expenses (including reasonable attorney’s fees and costs) arising out of any breach of this Software EULA by you.
10.TERM; TERMINATION.  The license rights granted herein are effective until terminated.  Without prejudice to any other Tormach rights, this Software EULA shall terminate automatically without notice if you fail to comply with your obligations under this Software EULA.  You may terminate this license at any time by destroying the Tormach Software and all copies thereof.  Upon termination, you must immediately cease all use of the Tormach Software and destroy all copies of the Tormach Software.  In addition to any other remedy available to Tormach, you agree that Tormach may seek immediate injunctive relief in the event of a breach of this Software EULA by you.
11.TRANSFER.  You may not assign or otherwise transfer, by operation of law or otherwise, this Software EULA or the Tormach Software.  Notwithstanding the foregoing, you may permanently transfer all your rights under this Software EULA to a buyer of the Tormach machine on which the Tormach Software and Tormach Software are used, provided (a) such buyer agrees to assume all of your obligations under this Software EULA, and (b) you transfer all copies of the Tormach Software to such buyer and cease all use of the Tormach Software.  
12.SUPPORT.  For questions regarding the Tormach Software, please visit Tormach’s website support page at http://www.tormach.com/support.html or contact Tormach’s customer support team using the web form at http://www.tormach.com/contact.html#.
13.MISCELLANEOUS.  This Software EULA constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings.  This Software EULA shall be governed by the laws of the State of Wisconsin, without regard to conflicts of law provisions.  You and Tormach both consent to the exclusive jurisdiction of the state and federal courts sitting in Milwaukee, Wisconsin.  This Software EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.  If any provision of this Software EULA is held unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Software EULA if no such modification is possible, and other provisions of this Software EULA shall remain in full force and effect.  The headings of the sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.  A waiver by either party of any term or condition of this Software EULA or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.  The provisions of this Software EULA that require or contemplate performance after the termination of this Software EULA shall be enforceable notwithstanding such termination.  Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay any amount owed), or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.  The provisions of this Agreement are for the sole benefit of the parties hereto.  Except as expressly provided herein, this Agreement neither confers any rights, benefits, or claims upon any person or entity not a party hereto nor precludes any actions against, or rights of recovery from, any persons or entities not parties hereto.  For any disputes arising under this Software EULA or with regard to Tormach’s copyrights in the Tormach Software, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.  In the event of any conflict between the terms in the body of this Software EULA and the GPL, the terms in the body of this EULA shall control.  Each party acknowledges that it has had the opportunity to have this Agreement reviewed by legal counsel and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any other document executed and delivered by either party in connection with the transactions contemplated by this Agreement. 
End of Software EULA.





