Version 1.0 — Effective April 2, 2026
This Software License Agreement (“Agreement”) is entered into by and between Tools for Democracy LLC, a Wyoming limited liability company (“Licensor”), and the individual or entity identified in the applicable License Key or purchase order (“Licensee” or “Customer”).
By activating, installing, or using the Software, Customer agrees to be bound by the terms of this Agreement. If Customer does not agree to these terms, Customer must not install or use the Software.
1.1 “Software” means the compiled binary software product(s) licensed by Licensor to Customer, including any updates, patches, or modifications provided by Licensor during the Term.
1.2 “License Key” means the cryptographic activation key issued by Licensor to Customer that enables the Software on the specific machine(s) designated in the applicable order.
1.3 “Documentation” means the user guides, technical specifications, API references, and other written materials provided by Licensor describing the functionality and operation of the Software.
1.4 “Customer Data” means all data, content, configurations, databases, files, and outputs created by or on behalf of Customer through use of the Software.
1.5 “Authorized Machine(s)” means the specific computer(s) or server(s) identified by machine fingerprint to which the License Key is bound.
1.6 “Term” means the license period specified in the License Key or applicable order document.
2.1 Subject to the terms and conditions of this Agreement and payment of the applicable fees, Licensor grants to Customer a non-exclusive, non-transferable, limited license to install and use the Software in compiled binary form on the number of Authorized Machines specified in the License Key, solely for Customer's internal business purposes.
2.2 This license does not include the right to access, obtain, or use the source code of the Software.
2.3 The license granted herein is limited to the specific Software product(s) identified in the applicable License Key or purchase order. Each Software product requires a separate license.
3.1 The Software is activated via a cryptographic License Key that is bound to the specific Authorized Machine(s) designated at the time of activation. The License Key is generated from a machine fingerprint derived from the hardware characteristics of the Authorized Machine(s).
3.2 Customer shall not share, publish, transfer, sublicense, or otherwise disclose the License Key to any third party.
3.3 Customer shall not attempt to modify, reverse engineer, or circumvent the machine-binding mechanism of the License Key.
3.4 If Customer needs to transfer the Software to a replacement machine (e.g., due to hardware failure or upgrade), Customer shall contact Licensor to obtain a replacement License Key. Licensor shall provide replacement keys at no additional charge for legitimate hardware replacements during the Term.
3.5 License activation data (machine fingerprint hash and activation timestamp) is stored locally on the Authorized Machine in the ~/.grove/ directory. No activation data is transmitted to Licensor or any third party.
4.1 Customer shall not, and shall not permit any third party to:
5.1 The Software, including all copies, modifications, enhancements, and derivative works thereof, and all intellectual property rights therein, are and shall remain the sole and exclusive property of Licensor.
5.2 Licensor reserves all rights not expressly granted herein.
5.3 Customer retains all rights, title, and interest in and to all Customer Data, as further described in Section 6.
This is a core commitment. Your data is yours — before, during, and after the contract.
6.1 All Customer Data created, entered, generated, or stored by the Software belongs exclusively to Customer. Licensor claims no ownership interest in Customer Data.
6.2 Customer Data is stored locally on Customer's infrastructure in standard, non-proprietary formats, including SQLite databases, JSON files, and CSV exports.
6.3 Customer may export all Customer Data at any time using the Software's built-in export functionality, without restriction, fee, or prior notice to Licensor.
6.4 Licensor shall not impose any technical or contractual barriers to Customer's ability to access, export, or migrate Customer Data.
6.5 Upon termination or expiration, Customer retains data access for ninety (90) days solely for export purposes.
7.1 This Agreement is effective as of the date of License Key activation and continues for the Term specified in the License Key or applicable order document.
7.2 Unless either party provides written notice of non-renewal at least sixty (60) days prior to expiration, this Agreement automatically renews for successive periods equal to the original Term at Licensor's then-current pricing.
7.3 Licensor may terminate immediately upon written notice if Customer breaches any material term and fails to cure within thirty (30) days after receipt of written notice.
7.4 Customer may terminate at any time upon sixty (60) days' written notice. No refund of prepaid fees shall be due for the remaining portion of the then-current Term.
7.5 Upon termination: (a) Customer ceases use of the Software except as provided in Section 6.5; (b) Customer deletes all copies within ninety (90) days; (c) Customer retains all Customer Data; (d) Sections 4, 5, 6, 8, 9, 11, 12, 13, 14, and 15 survive.
8.1 Licensor provides technical support as specified in the applicable support plan, SLA, or order document.
8.2 Unless otherwise specified, support includes email support at cory@toolsfordemocracy.us, defect responses within SLA timeframes, and delivery of updates and patches during the Term.
8.3 Support does not include Customer hardware or network issues, unauthorized modifications, or issues from non-compliant use.
9.1 Licensor warrants that for ninety (90) days from initial activation the Software will substantially perform in accordance with the Documentation when used on Authorized Machine(s).
9.2 Sole remedy: Licensor will use commercially reasonable efforts to correct non-conformities or, failing that, refund applicable fees.
9.3 EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 9.1, THE SOFTWARE IS PROVIDED “AS IS.” LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT.
10.2 LICENSOR'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3 The limitations in Sections 10.1 and 10.2 do not apply to Licensor's obligations under Section 6 (Data Ownership and Portability). Data portability obligations are not subject to any limitation of liability.
11.1 Licensor may, with thirty (30) days' notice, audit Customer's use of the Software for compliance. Audits are conducted at Licensor's expense during normal business hours.
11.2 Excess usage discovered during audit requires prompt payment at then-current list prices.
11.3 No more than one (1) audit per twelve-month period unless a prior audit revealed material non-compliance.
12.1 The Software is “commercial computer software” and the Documentation is “commercial computer software documentation” as defined in 48 C.F.R. Section 2.101 and as used in 48 C.F.R. Part 12, including Section 12.212 (civilian) and Sections 227.7202-1 through 227.7202-4 (DoD).
12.2 If Customer is a U.S. Government department, agency, or contractor, the Software and Documentation are licensed with only those rights granted to all other customers under this Agreement, per FAR 12.212 and DFARS 227.7202.
12.3 Use, duplication, or disclosure by the U.S. Government is subject to the restrictions in this Agreement and in FAR 12.212 and DFARS 227.7202.
13.1 This Agreement is governed by the laws of the State of Wyoming, without regard to conflict of laws principles.
13.2 Disputes shall first be submitted to good-faith negotiation for thirty (30) days, then binding arbitration under the American Arbitration Association rules in Cheyenne, Wyoming.
13.3 Either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.
14.1 The Software may be subject to U.S. export control laws, including the Export Administration Regulations (15 C.F.R. Parts 730-774) and OFAC sanctions regulations.
14.2 Customer shall not export, re-export, or transfer the Software in violation of applicable U.S. export control or sanctions laws.
14.3 Customer represents it is not located in, or a national of, any embargoed country and is not on any U.S. Government denied-party list.
15.1 Entire Agreement. This Agreement, together with the applicable License Key, order document, and any referenced SLA, constitutes the entire agreement between the parties.
15.2 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.
15.3 Waiver. Failure to enforce any provision does not waive the right to enforce it later.
15.4 Severability. If any provision is held invalid, it shall be modified to the minimum extent necessary, and remaining provisions continue in full force.
15.5 Assignment. Customer may not assign without prior written consent. Licensor may assign in connection with a merger, acquisition, or asset sale.
15.6 Notices. All notices shall be in writing and deemed given when delivered personally, by overnight courier, or certified mail.
15.7 Independent Contractors. The parties are independent contractors. Nothing creates any agency, partnership, joint venture, or employment relationship.
15.8 Force Majeure. Neither party is liable for failure or delay due to causes beyond reasonable control, including acts of God, war, pandemic, or government action.
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