D-Tools Terms of Service

1. Scope and Acceptance

D-Tools, Inc. (“D-Tools,” “we,” “us,” or “our”) owns and operates the website located at https://www.d-tools.com, including any related subdomains (the “Website”), and the D-Tools software applications, including any desktop, cloud, hosted, or mobile applications made available by D-Tools directly or through third-party marketplaces (collectively, “Software”).

These Terms of Service (as amended from time to time, this “Agreement”), applies to all users of the Website and Software, including users who access, browse, download, install, upload data or content, use D-Tools services, or otherwise interact with the Website, Software, or services provided by D-Tools (collectively, the “Services”).

You must be of legal age to form a binding contract in your jurisdiction of residence to use the Services.

BY ACCESSING, BROWSING, INSTALLING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, WHICH CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND D-TOOLS. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE WEBSITE, SOFTWARE, OR SERVICES.

The terms “you” or “your” or “Customer” refer to the individual or legal entity accessing or using the Services. If you are accepting this Agreement on behalf of an organization, you represent that you have the authority to bind that organization to this Agreement. If you accept this Agreement on behalf of an organization without authority to do so, you agree you may be personally responsible for any resulting damages and fees incurred by D-Tools to enforce this Agreement, to the extent permitted by applicable law.

PLEASE NOTE: This Agreement contains provisions governing how disputes between you and D-Tools are resolved. In particular, it includes an agreement to resolve certain disputes through binding arbitration, subject to limited exceptions. Unless you opt out where permitted, these provisions require that disputes be resolved on an individual basis and limit your ability to pursue claims in court or participate in class or representative actions. By accepting this Agreement, you acknowledge and agree to these dispute resolution terms.

2. Changes to This Agreement

D-Tools may update or modify this Agreement from time to time to reflect changes in our Services, business practices, legal or regulatory requirements, or other operational needs

Non-Material Changes
We may make non-material changes to this Agreement at any time. Non-material changes include, by way of example:

• Clarifications or reorganizations of existing terms
• Updates that do not reduce your rights or increase your obligations
• Changes reflecting new features, administrative updates, or corrections
• Updates required to reflect changes in law or regulation that do not materially impact use of the Services

Non-material changes will become effective upon posting or publication, and your continued use of the Services after such changes become effective constitutes acceptance of the updated terms.

Material Changes

If we make material changes to this Agreement that materially affect your rights or obligations, we will provide advance notice reasonably designed to inform you prior to the changes becoming effective. For material changes to fees, payment obligations, data ownership/permitted use, or dispute resolution/arbitration provisions, we will provide at least thirty (30) days’ prior notice, unless a shorter period is required to comply with law or address security or abuse risks.

Notice of material changes may be provided by email, in-application notification, service announcement, or other reasonable means. If you do not agree to a material change, you may terminate your use of the Services prior to the effective date of the change in accordance with this Agreement.

Your continued use of the Services after a material change becomes effective constitutes acceptance of the revised terms.

3. Effective Date and Last Updated Date

The “Last Updated” date listed above reflects the most recent revision to this Agreement, whether material or non-material.

4. License to Use D-Tools Software

Subject to this Agreement and payment of all applicable fees, D-Tools grants you a limited, non-exclusive, non-transferable, revocable license to use the D-Tools Software solely for your internal business purposes.

The D-Tools Software is licensed, not sold, and is licensed on a per-seat basis. Only the number of users for which you have purchased licenses (“Authorized Users”) may access or use the Software at any time. You are responsible for all use of the Software by your Authorized Users and for their compliance with this Agreement. License details, including seat counts and fees, are set forth in your applicable order or invoice.

You are responsible for installing the Software. Any license key or activation credential provided by D-Tools is confidential and must be protected. You may share license keys only with your Authorized Users for permitted use under this Agreement. Customer will implement reasonable administrative, technical, and physical safeguards to protect license keys/credentials, will not post or store them in publicly accessible locations or shared repositories, and will promptly notify D-Tools of any suspected compromise. D-Tools may suspend affected credentials and issue replacements; Customer may be responsible for reasonable rekeying/administrative fees if compromise results from Customer’s failure to comply with this section.

Your license is subject to any additional conditions, limitations, or payment terms specified in your order or invoice.

Users of on-premise D-Tools applications may make one archival backup copy of the Software, provided it is not installed or used and includes all proprietary notices. You may also make a reasonable number of copies of the Software documentation for internal use by Authorized Users in connection with your licensed use.

USE RESTRICTIONS

Except to the limited extent expressly permitted by this Agreement or mandatory applicable law (and then only after requesting D-Tools to provide any information reasonably necessary to achieve a permitted purpose), you may not, directly or indirectly, and you may not permit any third party to:

• Modify, adapt, translate, enhance, or create derivative works of the Software or Services
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, data structures, system logic, workflows, or underlying ideas of the Software or Services
• Use any API, interface, data feed, system access, automation, scripting, scraping, or technical means to analyze, extract, model, replicate, or attempt to recreate the functionality, outputs, performance characteristics, or behavior of the Software or Services for any purpose; including, but not limited to the purpose of developing, training, or building competing or substitute products or services, or otherwise in a manner that materially interferes with or circumvents license controls, except as expressly authorized in writing by D-Tools.
• Rent, lease, sublicense, distribute, sell, assign, or otherwise transfer the Software or Services to any third party
• Allow access to the Software or Services by anyone other than Authorized Users
• Bundle, integrate, or combine the Software or Services with other products or services except as expressly permitted by D-Tools
• Circumvent, bypass, disable, or interfere with any technical, contractual, or security measures that control access to or use of the Software or Services
• Remove, alter, or obscure any proprietary notices, labels, copyrights, trademarks, or other intellectual property markings

You acknowledge and agree that the Software and Services may include technical and usage-monitoring measures designed to detect, prevent, limit, or disable unauthorized access, use, or attempts to reverse engineer or replicate the Software or Services. Monitoring measures, if enabled, are used solely for license compliance, security, fraud prevention, product improvement, and support, and are not intended to collect the contents of Customer’s communications.

SUBSCRIPTION TO BETA SERVICE

We may offer certain services as closed or open beta services for the purpose of testing and evaluation (“Beta Services”). You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid services as a result of your subscription to any Beta Services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that D-Tools will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

5. License to Use the D-Tools Database

The D-Tools Database (as defined below) is an integral and valuable part of the Services.

The D-Tools Database consists of SKUs, part information, specifications, data, content, and other information compiled from multiple public and private sources and includes proprietary selections, enhancements, analyses, and other intellectual property owned by D-Tools or its licensors (collectively, the “D-Tools Database”). You acknowledge that the D-Tools Database and all related content are not public domain, are not owned by you, and remain the exclusive intellectual property of D-Tools or its licensors.

Subject to this Agreement, D-Tools grants you a limited, non-exclusive, non-transferable license to access and use the D-Tools Database solely in connection with your authorized use of the D-Tools Software and Services.

PERMITTED USE

You may:

• Use the D-Tools Database only as part of, and in connection with, your authorized use of the D-Tools Software.
  

• Download and store database content (“Downloaded Data”) using tools provided by D-Tools, solely on systems under your control. Customer will protect Downloaded Data using reasonable security measures and will not retain Downloaded Data longer than necessary for the permitted project/workflow. Upon termination or expiration of the license, or upon D-Tools’ written request following suspected misuse, Customer will promptly delete or destroy all Downloaded Data (including copies and backups) and, upon request, certify deletion.
  

• Display Downloaded Data internally within your organization.

• Incorporate limited excerpts of Downloaded Data into work products created using the D-Tools Software in connection with planning, bidding, purchasing, constructing, and billing for individual projects.

• Print limited excerpts of Downloaded Data (i.e., only the minimum portions reasonably necessary for the specific project) for internal use and for sharing solely with project stakeholders (e.g., customers, subcontractors, suppliers) who have a legitimate need to know for that specific project and who are bound by confidentiality obligations at least as protective as this Agreement; no onward distribution is permitted.

USE RESTRICTIONS

You may not:

• Use the D-Tools Database independently of the D-Tools Software.

• Modify, repurpose, or combine database content outside authorized workflows.

• Store, index, archive, or maintain the D-Tools Database or Downloaded Data in a standalone or searchable database, data warehouse, or repository outside the D-Tools Software. This restriction does not prohibit Customer’s ordinary-course system backups that are not intended to provide searchable access to Downloaded Data outside the D-Tools Software; however, any such backups remain subject to the deletion/return obligations upon termination and may not be restored for continued use after termination.

• Distribute, sell, license, sublicense, publish, transmit, or otherwise make the D-Tools Database or Downloaded Data available to any third party.

• Use the D-Tools Database or Downloaded Data as part of, or as a basis for, any product, service, dataset, or material offered for sale, license, or distribution.

6. Acceptable Use

You agree to use the Software, Services, Website, APIs, Hosted Solution, and any related features only for lawful purposes and in accordance with this Agreement and all applicable laws and regulations.

You are responsible for all activity conducted under your account and by your Authorized Users. Any act or omission of an Authorized User that would constitute a breach of this Agreement if committed by Customer will be deemed a breach by Customer.

ACCOUNT SECURITY; NOTICE.

Customer will (i) implement and maintain reasonable administrative, physical, and technical safeguards to protect credentials and access, (ii) ensure Authorized Users comply with this Agreement, and (iii) promptly notify D-Tools of any suspected unauthorized access or security incident involving the Software/Services or Customer’s account and cooperate with D-Tools’ reasonable investigation and remediation efforts.

PROHIBITED CONDUCT

You may not, and may not permit any Authorized User, directly or indirectly:

(a) use the Software or Services in any manner that is unlawful, fraudulent, deceptive, abusive, harassing, defamatory, or harmful to others;

(b) use the Software or Services to transmit malicious code, malware, or harmful data, or to interfere with, disrupt, or degrade the integrity, security, or performance of the Software, Services, or related systems;

(c) attempt to gain unauthorized access to any accounts, systems, networks, or data associated with the Software or Services;

(d) circumvent, bypass, disable, or otherwise interfere with any usage limits, technical safeguards, access controls, or security measures implemented by D-Tools;

(e) use the Software or Services in a manner that materially interferes with or imposes an unreasonable burden on D-Tools’ infrastructure or operations;

(f) use the Software or Services in a manner that infringes, misappropriates, or violates the rights of any third party; or

(g) engage in conduct that D-Tools reasonably determines, based on credible evidence, poses a material legal, regulatory, security, or operational risk to D-Tools, the Software/Services, or its customers, including conduct reasonably likely to cause material harm to D-Tools’ reputation in connection with the Software/Services.

ENFORCEMENT
D-Tools reserves the right, in its sole discretion, to investigate any suspected violation of this section and to suspend, restrict, or terminate access to the Software or Services in accordance with this Agreement.

SUSPENSION PROCESS
D-Tools may suspend or restrict access immediately, without prior notice, if D-Tools reasonably determines that (i) continued use poses a security risk to the Software/Services or any data, (ii) suspension is required to comply with law, court order, or a governmental request, or (iii) the violation is likely to cause material harm to D-Tools, the Services, or other customers. D-Tools will provide notice of the suspension and, for non-security/non-legal-compliance issues, a reasonable opportunity to cure. D-Tools will use commercially reasonable efforts to restore access promptly after the issue is resolved. D-Tools will not be liable for any suspension or restriction taken in good faith under this section.

7. D-Tools Hosted Solution (Convenience Hosting)

D-Tools may offer a hosted deployment of its D-Tools Software as a convenience option for customers (“Hosted Solution”). The Hosted Solution is optional and is not required to use the Software.

PROVISIONING AND FEES
Subject to payment of applicable setup and subscription fees, D-Tools will provision and configure access to the Hosted Solution. Fees for the Hosted Solution are separate from and in addition to any license fees for the D-Tools Software.

Hosted subscriptions renew automatically for successive terms unless you provide notice of non-renewal at least thirty (30) business days prior to the end of the then-current term or unless D-Tools discontinues the Hosted Solution. Renewal fees are charged at D-Tools’ then-current rates unless otherwise agreed.

ACCESS AND SECURITY
Access to the Hosted Solution requires valid user credentials. You are responsible for maintaining the confidentiality and security of all usernames, passwords, and access credentials, and for all activity occurring under your account. D-Tools is not responsible for any loss, damage, or inability to access the Hosted Solution to the extent resulting from Customer’s failure to safeguard credentials or from Customer’s or its Authorized Users’ unauthorized sharing, reuse, or compromise of credentials.

DATA ACCESS UPON TERMINATION
Upon termination or expiration of the Hosted Solution subscription (other than termination for Customer’s breach), D-Tools will make Project-Level Data (as defined below) available for Customer to export for thirty (30) days after the effective termination/expiration date, in a commercially reasonable format and via D-Tools’ standard export mechanisms. For the avoidance of doubt, Customer’s instance of the Hosted Solution will not remain active after the effective termination/expiration date. Customer shall only be provided with the opportunity to export Project-Level Data for thirty (30) days after the effective termination/expiration date. After such 30-day period, D-Tools may delete or overwrite Project-Level Data from the Hosted Solution and associated systems in accordance with D-Tools’ then-current data retention and deletion practices, unless D-Tools agrees in writing to an extended retention period (which may be subject to additional fees).

8. Third-Party Software

Certain D-Tools products and services may include or interoperate with third-party data, software or services (“Third-Party Software”). Details regarding any Third-Party Software provided to you by D-Tools, if applicable, will be identified in your order form or invoice.

Third-Party Software is licensed to you directly by the applicable third-party provider and is governed by that provider’s own license terms, not this Agreement. Your use of any Third-Party Software must comply with the applicable third-party license, and additional fees or terms may apply. Customer is solely responsible for (i) reviewing and accepting applicable Third-Party Software terms, (ii) maintaining required third-party accounts, subscriptions, and licenses, and (iii) paying any third-party fees. D-Tools is not responsible for third-party providers’ changes to terms, functionality, or pricing, and may modify or discontinue interoperability with Third-Party Software if required by third-party terms or technical changes.

For convenience, examples of third-party license terms that may apply include, without limitation:

• Microsoft Visio 2019 – Microsoft End User License Agreement

• Microsoft SQL Express – Microsoft End User License Agreement

• Infragistics – https://www.infragistics.com/legal/license

• ActiveReports (ComponentOne) – https://www.componentone.com/SuperPages/DevToolsEULA/

• Intuit – https://developer.intuit.com/app/developer/qbo/docs/legal-agreements/intuit-terms-of-service-for-intuit-developer-services

• Autodesk – https://www.autodesk.com/company/terms-of-use/en/general-terms

9. Information Use

PROJECT-LEVEL DATA
As between the parties, except as otherwise provided herein, you retain ownership of any data, content, materials, or information you or your Authorized Users submit, upload, transmit, sync, or otherwise make available through the Software or Services, including without limitation project type, project attributes (such as ZIP code, project category, square footage, and construction type), quote and proposal data (including quote date, model numbers, SKUs, quantities, pricing, and associated labor),

and other non-personally-identifiable attributes related to proposals, sales, and transactions in the normal course of business (collectively, “Project-Level Data”).

You are solely responsible for the accuracy, legality, and content of Project-Level Data and for ensuring that your use of the Hosted Solution complies with all applicable laws and regulations. Customer represents, warrants, and covenants that: (i) it has (and will have) processed, collected, and disclosed all Project-Level Data in compliance with applicable law and provided any notice and obtained all consents and rights required by applicable law to enable D-Tools to lawfully process Project-Level Data as permitted by this Agreement; (ii) it has (and will continue to have) full right and authority to make the Project-Level Data available to D-Tools under this Agreement; and (iii) D-Tool’s processing of the Project-Level Data in accordance with the Agreement, and/or Customer's instructions does not and will not infringe upon or violate any applicable law or any rights of any third party. Customer shall indemnify, defend and hold D-Tools harmless against any claims, actions, proceedings, expenses, damages and liabilities (including without limitation any governmental investigations, complaints, actions, alleged violations of privacy, data protection, infringement, misappropriation, or intellectual property rights) and reasonable attorneys’ fees arising out of Customer’s violation of this Section 9.

You may not submit content or Project-Level Data that is unlawful, abusive, harmful, infringing, or malicious, including viruses, malware, or other harmful code. D-Tools may remove or delete data (including Project-Level Data) that violates this Agreement, if required to comply with applicable law, a lawful order, or if D-Tools reasonably determines that the Project-Level Data poses a legal, security, or operational risk. Where practicable and except where prohibited by law or where D-Tools determines that immediate action is necessary to prevent harm or risk to the Software/Services, D-Tools will use commercially reasonable efforts to provide notice to you of the removal or restriction and, where appropriate, an opportunity to remedy the issue. D-Tools does not monitor Project-Level Data and assumes no responsibility for the accuracy, legality, or quality of Project-Level Data

Notwithstanding the foregoing or anything to the contrary in this Agreement, you hereby grant D-Tools a worldwide, non-exclusive, and royalty-free license to access, collect, use, process, analyze, transform, store, transmit, display, and otherwise process Project-Level Data to:

(a) provide, operate, maintain, secure, support, and improve the Software and Services;
(b) to perform D-Tools’ obligations under this Agreement; and
(c) comply with applicable law and enforce this Agreement.

USAGE DATA
D-Tools collects and processes behavioral and system interaction data generated when Authorized Users access and use the Software and Services, including session data, login activity, feature usage, and workflow patterns (“Usage Data”). Usage Data is derived from D-Tools' own system logs and does not include or incorporate Project-Level Data.

As between the parties, D-Tools exclusively owns all right, title, and interest in and to Usage Data, including all intellectual property and proprietary rights therein, and may use Usage Data in aggregated, de-identified, and anonymized form for D-Tools' lawful business purposes. You acknowledge and agree that you have no ownership, license, or other rights in Usage Data.

INSIGHTS
In addition, notwithstanding the foregoing or anything to the contrary in this Agreement, you hereby grant D-Tools a perpetual, worldwide, non-exclusive, and royalty-free license to access, collect, use, process, analyze, transform, store, transmit, display, and otherwise process Project-Level Data ,unless you opt out, to create anonymized and aggregated insights, analytics, and other similar information (“Insights”). Subscribers who exercise the opt out shall not be eligible to receive or purchase Insights or any products or services derived from the contribution of Project-Level Data.

D-Tools owns and reserves, and you hereby assign to D-Tools, all right, title, and interest in and to all Insights including all intellectual property rights therein and thereto such Insights. Without limitation of any of D-Tools rights in or to the Insights, D-Tools may use and/or provide such Insights to third parties for D-Tool’s lawful business purposes. To the extent you purchase access to the Insights, D-Tools hereby grants you, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use the Insights for your lawful internal business purposes solely during the Term. For the avoidance of doubt, Insights shall not incorporate project names, project addresses, end-user customer names, end-user customer addresses, or any other personal data. D-Tools will implement and maintain technical measures to ensure such information is excluded from all Insights.

For clarity, D-Tools may use subcontractors and service providers (including hosting providers) to exercise the rights in this Section 9 on D-Tools’ behalf, subject to confidentiality and security obligations at least as protective as those in this Agreement.

For the avoidance of doubt, Usage Data and Insights are not Project-Level Data. D-Tools will maintain commercially reasonable technical and organizational measures designed to prevent re-identification of Usage Data and Insights and will not attempt to re-identify Usage Data or Insights, except to the extent required to validate de-identification or as required by law.

The rights and licenses granted in this Section 9 shall survive termination or expiration of this Agreement.

10. Feedback and Suggestions

If you or your Authorized Users provide D-Tools with any suggestions, comments, ideas, proposals, improvements, enhancement requests, recommendations, or other input relating to the Software, Services, Databases, APIs, insights, or D-Tools’ business or technology (collectively, “Feedback”), you acknowledge and agree that:

(a) Feedback is provided voluntarily, without restriction, and without any expectation of compensation, credit, or confidentiality;

(b) Feedback does not constitute Confidential Information of you or any third party;

(c) You represent and warrant that you have all rights, permissions, and authority necessary to provide the Feedback and that D-Tools’ use of the Feedback will not infringe, misappropriate, or violate the rights of any third party;

(d) You hereby grant D-Tools a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, disclose, reproduce, modify, adapt, incorporate, create derivative works from, distribute, commercialize, and otherwise exploit the Feedback in any manner and for any purpose, including without limitation product development, service improvement, analytics, benchmarking, artificial intelligence, machine learning, and commercialization, without obligation, attribution, or compensation to you. You agree not to provide Feedback that includes your Confidential

Information or third-party confidential information unless D-Tools expressly agrees in writing to receive such information subject to confidentiality obligations; and

(e) Nothing in this Agreement obligates D-Tools to use, implement, or incorporate any Feedback.

11. Publicity and Trademark Use

You may not issue any press release, public announcement, or public statement relating to this Agreement, the Software, the Services, or your relationship with D-Tools without D-Tools’ prior written consent.

You may not use D-Tools’ name, trademarks, logos, service marks, or branding in any marketing materials, advertisements, websites, presentations, or other public-facing materials without D-Tools’ prior written approval. You acknowledge that any breach of this Publicity and Trademark Use section may cause irreparable harm to D-Tools for which monetary damages may be inadequate, and D-Tools is entitled to seek injunctive or other equitable relief in addition to any other remedies.

Nothing in this Agreement grants you any license or right to use D-Tools’ trademarks, logos, or service marks except as expressly authorized in writing by D-Tools.

You agree not to misrepresent the nature of your relationship with D-Tools or imply any partnership, endorsement, sponsorship, or agency relationship.

12. Intellectual Property Rights

Except for the limited license expressly granted under this Agreement, no other rights or licenses are granted to you. The D-Tools Software is licensed, not sold, and nothing in this Agreement transfers to you any ownership interest in the Software or any portion of it.

D-Tools and its licensors retain all right, title, and interest in and to the Software, including all associated intellectual property, proprietary rights, and derivative works, except as expressly permitted by this Agreement. For clarity, as between the parties, you retain ownership of your Project-Level Data and any customer-created data, documents, configurations, or templates you create within the Software using standard, unmodified functionality, and D-Tools retains ownership of the Software and all underlying technology and any improvements thereto.

You acknowledge and agree that you have no right to access, view, or use the source code of the D-Tools Software under any circumstances.

13. Support Services

D-Tools will provide error corrections and minor improvements to the D-Tools Software as such updates are generally made available to customers who have purchased the same level of support. Major upgrades, new features, or enhancements are not included in standard support services and may be offered separately for an additional fee. For clarity, “error corrections” and “minor improvements” mean bug fixes, patches, and maintenance updates that do not materially add new functionality. D-Tools has sole discretion to classify releases as maintenance updates, minor updates, or major upgrades.

D-Tools will use commercially reasonable efforts to provide support in accordance with its then-current support policy, available at www.d-tools.com/support. Unless expressly stated in an executed service level agreement or in the purchased support plan description, D-Tools does not guarantee response times, resolution times, or that all issues will be resolved. D-Tools may update its support policies from time to time, with at least thirty (30) days’ notice posted on the Website. Any changes to support policies will apply to renewed support terms and will not affect paid support services already in effect until the end of the then-current support term.

Support availability and features depend on the support plan you have purchased. Access to Gold Support features is available only if you have purchased that plan; otherwise, support will be provided in accordance with the applicable standard (Bronze) support offering. Support plan features and entitlements are limited to those expressly described in the applicable support plan documentation/policy in effect for the paid term, and marketing materials are non-binding.

Support Limitations

D-Tools is not obligated to provide support if issues arise due to:

• Use of the Software other than in accordance with the documentation or instructions provided by D-Tools

• Unauthorized modification, integration, or use of the Software

• Installation or operation in environments not supported by D-Tools, as described at www.d-tools.com/hardware_software_requirements

• Customer negligence, abuse, misuse, or causes beyond D-Tools’ reasonable control

• Use of Software versions other than the current version or the immediately preceding version

 14. Confidentiality

Each party may receive from the other certain non-public information relating to the disclosing party, its business, customers, technology, data, or services (collectively, “Confidential Information”). Confidential Information includes, without limitation, information that a reasonable person would understand to be confidential based on the nature of the information or the circumstances of disclosure, including, with respect to Customer, Project-Level Data and, with respect to D-Tools, non-public content accessed through the Services, the D-Tools Database, Usage Data, Insights, and any information related to beta or preview services.

All Confidential Information remains the exclusive property of the disclosing party.

Confidentiality Obligations
The receiving party agrees to:

Use Limitation
Use Confidential Information solely as reasonably necessary to perform its obligations under this Agreement or to use the Services as permitted.

Access Restriction
Limit access to Confidential Information to its employees, agents, contractors, or representatives who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement.

Protection Standard
Protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care.

Non-Disclosure
Not disclose Confidential Information to any third party except as expressly permitted under this Agreement or with the prior written consent of the disclosing party.

Unauthorized Disclosure
Each party will notify the other without undue delay, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access to or disclosure of Confidential Information, and will reasonably cooperate to mitigate harm and prevent further unauthorized use or disclosure.

Exclusions
Confidential Information does not include information that the receiving party can demonstrate:

• Was lawfully known to the receiving party prior to disclosure without restriction

• Is or becomes publicly available through no breach of this Agreement

• Is rightfully received from a third party without a duty of confidentiality

• Is independently developed without use of the disclosing party’s Confidential Information

Required Disclosures
Confidential Information may be disclosed to the extent required by law, regulation, or valid legal or governmental order. Where permitted by law, the receiving party will provide prompt written notice of such required disclosure to the disclosing party to allow the disclosing party to seek a protective order or other appropriate remedy. The receiving party may withhold notice only to the extent it is legally prohibited from providing notice, and will provide notice as soon as it is legally permitted to do so.

Survival
The obligations in this section survive termination of this Agreement for five (5) years, except with respect to trade secrets, which shall remain protected for so long as they remain trade secrets under applicable law.

15. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless D-Tools, its affiliates, licensors, suppliers, officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) your access to or use of the Software, Services, Website, Hosted Solution, APIs, or D-Tools Database in violation of this Agreement or applicable law;

(b) any data, content, materials, information, or inputs submitted, uploaded, transmitted, processed, or otherwise provided by you or your Authorized Users, including any allegation that such data or content infringes, misappropriates, or otherwise violates the rights of a third party or applicable law;

(c) your failure to obtain or maintain any required consents, authorizations, disclosures, or legal bases necessary to collect, use, process, store, or transmit data through the Services;

(d) your use of any third-party services, integrations, payment processors, or connected accounts, including chargebacks, payment disputes, fines, penalties, or regulatory actions arising from such use;

(e) any misuse of APIs, automation tools, scripts, or technical interfaces, including attempts to reverse engineer, extract, replicate, or derive competitive products, services, datasets, or insights from the Services; or

(f) any breach of this Agreement by you or your Authorized Users.

D-Tools will provide you with prompt written notice of any indemnified claim, provided that failure to provide timely notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced. D-Tools may assume control of the defense and settlement of any claim subject to indemnification, provided that you may participate at your own expense. You may not settle any claim in a manner that imposes liability or obligations on D-Tools without D-Tools’ prior written consent.

16. Data Protection and Privacy

EACH PARTY SHALL COMPLY WITH ALL APPLICABLE DATA PROTECTION AND PRIVACY LAWS IN CONNECTION WITH ITS PERFORMANCE UNDER THIS AGREEMENT.

PRIVACY POLICY
Your use of the Website is subject to the D-Tools privacy policy, which is incorporated into this Agreement by reference. You acknowledge that D-Tools may update its privacy policy from time to time in accordance with applicable law.

DATA PROCESSING ROLES
To the extent D-Tools processes personal data (as defined below) on your behalf in connection with the Services, you are the data controller (or business), and D-Tools is a data processor (or service provider), in each case, as applicable and as those terms are defined under applicable data protection laws, unless otherwise agreed in writing. To the extent D-Tools processes data for its own independent purposes as described in the Privacy Policy (and not on behalf of Customer), D-Tools will act as an independent controller/business for such processing. As used herein “personal data” means, in each case to the extent processed by D-Tools solely on behalf of Customer, any information relating to, linked to, or reasonably linkable to any identified or identifiable individual, household, or device.

D-Tools shall process personal data only in accordance with this Agreement, your documented instructions, and applicable law. Customer’s instructions must be lawful and consistent with this Agreement. D-Tools may refuse to follow instructions that it reasonably believes are unlawful or not required by applicable law, and may suspend the affected processing until the issue is resolved.

DATA PROCESSING ADDENDUM
The parties hereby enter into the Data Processing Addendum, available at https://www.d-tools.com/d-tools-data-processing-addendum (as amended from time to time, the “DPA”), which is incorporated into this Agreement by reference.

SECURITY MEASURES
D-Tools shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect personal data from unauthorized access, disclosure, or misuse.

REGULATORY REQUESTS
D-Tools may disclose Project-Level Data if D-Tools believes in good faith that D-Tools is required to do so by law, regulation, or valid legal process. Where permitted by law, D-Tools will use commercially reasonable efforts to notify you of such disclosure.

17. Limited Warranty and Disclaimer

THE SOFTWARE, SERVICES, WEBSITE, HOSTED SOLUTIONS, DATABASES, APIS, REPORTS, INSIGHTS, CONTENT, THIRD-PARTY SOFTWARE, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, D-TOOLS DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, DATA INTEGRITY, QUIET ENJOYMENT, OR RESULTS OBTAINED FROM USE.

D-TOOLS DOES NOT WARRANT THAT THE SOFTWARE, SERVICES, WEBSITE, HOSTED SOLUTIONS, DATABASES, APIS, REPORTS, INSIGHTS, CONTENT, THIRD-PARTY SOFTWARE, AND ALL RELATED MATERIALS WILL MEET YOUR REQUIREMENTS, THAT OPERATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT ANY DATA, OUTPUTS, ANALYTICS, INSIGHTS, RECOMMENDATIONS, OR RESULTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR CURRENT. ANY RELIANCE ON THE FOREGOING IS AT YOUR SOLE RISK.

YOU ACKNOWLEDGE THAT THE SOFTWARE, SERVICES, WEBSITE, HOSTED SOLUTIONS, DATABASES, APIS, REPORTS, INSIGHTS, CONTENT, THIRD-PARTY SOFTWARE, AND ALL RELATED MATERIALS ARE INTENDED SOLELY FOR COMMERCIAL BUSINESS PURPOSES AND ARE NOT CONSUMER PRODUCTS.

NO ORAL OR WRITTEN INFORMATION, ADVICE, OR STATEMENTS PROVIDED BY D-TOOLS OR ITS EMPLOYEES, CONTRACTORS, PARTNERS, RESELLERS, OR AGENTS SHALL CREATE ANY WARRANTY OR EXPAND THE SCOPE OF ANY WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT.

D-TOOLS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS, SERVICES, SOFTWARE, CONTENT, DATA, OR WEBSITES, INCLUDING THOSE ACCESSED THROUGH LINKS, INTEGRATIONS, HOSTING, PAYMENT, OR CLOUD PROVIDERS. ANY USE OF THIRD-PARTY PRODUCTS OR SERVICES IS AT YOUR OWN DISCRETION AND RISK.

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS OF WARRANTIES AND REPRESENTATIONS IN THIS SECTION CONSTITUTE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT BUT FOR THESE DISCLAIMERS, D-TOOLS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR PROVIDED THE SOFTWARE OR SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF D-TOOLS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU TO D-TOOLS FOR THE

APPLICABLE SOFTWARE OR SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. Payments, Billing, and Third-Party Payment Services

FEES AND BILLING OBLIGATIONS
You agree to pay all fees, charges, and amounts specified in any applicable order form, invoice, subscription plan, or pricing schedule in accordance with the payment terms provided by D-Tools. Fees are non-refundable except as expressly stated in this Agreement or required by applicable law.

You are responsible for all taxes, duties, levies, assessments, or governmental charges associated with your use of the Software or Services, excluding taxes based solely on D-Tools’ net income.

Failure to pay amounts when due may result in suspension or termination of access to the Software or Services, without limiting D-Tools’ other rights or remedies.

PAYMENT METHODS AND AUTHORIZATION
You authorize D-Tools, or its designated payment service providers, to charge your designated payment method for all fees, recurring charges, usage-based fees, chargebacks, refunds, penalties, and other amounts incurred under this Agreement.

You represent and warrant that you are authorized to use the payment method provided and that the payment information is accurate and current. You are responsible for maintaining valid payment information at all times.

PAYMENT SERVICES; THIRD-PARTY PAYMENT PROCESSORS
D-Tools may offer payment processing features or integrations as a convenience to customers (“Payment Services”). Payment processing services may be provided by third-party payment processors (“Payment Processors”). To the extent Customer uses any Payment Services, use of the Payment Services shall be subject to the D-Tools Payment Processing Terms available at: [https://www.d-tools.com/d-tools-payments-terms-of-service].

You acknowledge and agree that:

• D-Tools is not a bank, money transmitter, or payment processor;

• D-Tools does not hold, control, or transmit customer funds;

• Payment Processors are solely responsible for payment authorization, settlement, reversals, refunds, disputes, and chargebacks;

• Your use of payment services is subject to the applicable Payment Processor’s terms, policies, and agreements; and

• You shall (a) provide true, accurate, current and complete information as prompted by the sign-up process; and (b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if D-Tools has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, D-Tools may terminate your user account and refuse current or future use of any or all of the Services.

D-Tools does not guarantee the availability, accuracy, timing, or success of any payment transaction processed by a Payment Processor.

CHARGEBACKS AND PAYMENT DISPUTES
A chargeback or payment dispute occurs when a cardholder or customer challenges a transaction with their issuing bank or payment provider.

You acknowledge and agree that:

• Any chargeback, reversal, or dispute is handled exclusively by the applicable Payment Processor

• The disputed amount, along with any associated fees, penalties, or administrative costs, may be immediately debited from your account or payment method

• You are solely responsible for responding to and resolving chargebacks, disputes, refunds, and customer payment claims
  

D-Tools has no obligation to contest, reverse, or reimburse chargebacks on your behalf.

NO LIABILITY FOR PAYMENT SERVICES
To the maximum extent permitted by law, D-Tools disclaims all liability arising out of or related to payment services, including:

• Payment authorization failures

• Delayed, rejected, or reversed transactions

• Chargebacks or disputed payments

• Fees imposed by Payment Processors or card networks

• Fraud detection or prevention measures applied by Payment Processors

• Account freezes, reserves, or fund holds imposed by Payment Processors

Any dispute relating to payment processing must be resolved directly between you and the applicable Payment Processor.

SURVIVAL OF PAYMENT OBLIGATIONS
All payment obligations, including unpaid fees, chargebacks, penalties, taxes, and related costs, shall survive termination or expiration of this Agreement until paid in full.

PRIORITY OF PAYMENT TERMS
In the event of any conflict between this section and any other provision of this Agreement, this Payments, Billing, and Third-Party Payment Services section shall control with respect to payment-related matters.

19. Term and Termination

The initial term of this Agreement commences as of the date of your acceptance of this Agreement, and unless earlier terminated as set forth herein, expires one year thereafter; provided, however, that the Agreement shall automatically renew for successive one-year periods unless either party provides notice to the other of its intent not to renew no later than thirty days prior to the expiration of the then-current term. The initial term and all subsequent renewal term shall be referred to collectively as the “Term.”

TERMINATION BY D-TOOLS
Without limiting any other rights or remedies, D-Tools may, in its sole discretion, suspend or terminate this Agreement, any license granted hereunder, or your access to the Software, Services, Website, or any portion thereof, immediately and with or without notice, if:

(a) you breach any material term of this Agreement and fail to cure such breach within ten (10) days after receipt of notice from D-Tools;
(b) you fail to pay any fees when due;
(c) termination is requested by the account owner or authorized representative;
(d) required by law, regulation, court order, or governmental authority;
(e) D-Tools determines, in its reasonable discretion, that your use poses a security, legal, operational, or reputational risk;
(f) D-Tools discontinues or materially modifies the Software or Services; or
(g) you engage in actual or suspected fraudulent, illegal, abusive, or misuse-related activity, including abuse of D-Tools personnel or customers.

D-Tools may also take technical, legal, or other measures to prevent or restrict further access following termination or suspension.

TERMINATION BY CUSTOMER
You may terminate this Agreement if D-Tools breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice.

EFFECT OF TERMINATION
Upon termination or expiration of this Agreement for any reason:

• All licenses and rights granted to you under this Agreement shall immediately terminate;

• You must immediately cease all use of the Software, Services, and database, including any downloaded data;

• You must permanently delete or destroy all copies of the Software and all D-Tools confidential or proprietary information in your possession or control;

• Your access to the Hosted Solution and any data stored therein shall terminate in accordance with the applicable data retention terms set forth in this Agreement.

D-Tools shall not be liable to you or any third party for any termination, suspension, or restriction of access or for any resulting loss of data, content, or use.

SURVIVAL
Termination shall not affect any rights or obligations that are accrued prior to the effective date of termination. Any provisions which by their nature should survive termination, including without limitation confidentiality, intellectual property, disclaimers, limitation of liability, payment obligations, dispute resolution, and governing law, shall survive termination or expiration of this Agreement.

20. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND REQUIRES MOST DISPUTES BETWEEN YOU AND D-TOOLS TO BE RESOLVED BY BINDING ARBITRATION AND NOT IN COURT.

APPLICABILITY
Except as expressly provided below, you and D-Tools agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Software, the Services, the Website, data, payments (other than chargebacks), or the relationship between the parties (collectively, “disputes”) shall be resolved by final and binding arbitration, rather than in a court of law.

This agreement to arbitrate applies to all claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and applies whether the claim arose before or after your acceptance of this Agreement.

EXCEPTIONS
Notwithstanding the foregoing, either party may:
(a) seek relief in small claims court for claims that qualify;
(b) seek injunctive or equitable relief in a court of competent jurisdiction for actual or threatened misuse, infringement, or misappropriation of intellectual property, confidential information, or data;
(c) bring actions for collection of unpaid fees or amounts owed.

PRE-ARBITRATION DISPUTE RESOLUTION
Before initiating arbitration, the party intending to seek arbitration must first send a written notice of dispute describing the nature of the claim and the relief sought. The parties shall attempt in good faith to resolve the dispute for a period of sixty (60) days after receipt of such notice before binding, non-appealable arbitration pursuant to the applicable rules of the American Arbitration Association (“AAA”).

GOVERNING LAW; ARBITRATION RULES AND FORUM
This Agreement will be governed exclusively by the laws of the State of Nevada, without regard to its conflicts of law principles. The arbitration shall be heard by one arbitrator selected by the AAA, sitting in Reno, Nevada, unless the parties agree otherwise. Parties residing outside of Nevada may participate by video conference. The prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs. The award of the arbitrator may be entered by any court of competent jurisdiction.

AUTHORITY OF THE ARBITRATOR
The arbitrator shall have exclusive authority to determine the interpretation, applicability, enforceability, and formation of this arbitration agreement. The arbitrator may award any relief available on an individual basis under applicable law but may not award relief on a class, collective, or representative basis.

The arbitrator shall issue a written decision stating the essential findings and conclusions.

WAIVER OF JURY TRIAL
You and D-Tools hereby waive any right to a jury trial or to have any dispute resolved in a court of law, except as expressly set forth above.

CLASS ACTION WAIVER
All disputes shall be resolved on an individual basis only. You agree that you may not bring, join, or participate in any class, collective, consolidated, or representative action against D-Tools.

If this class action waiver is found to be unenforceable with respect to a particular claim, then that claim shall be brought exclusively in a court of competent jurisdiction, and all other claims shall remain subject to arbitration.

CONFIDENTIALITY
All aspects of the arbitration, including any award or decision, shall be confidential except as required to enforce the award or as required by law.

SURVIVAL
This dispute resolution and arbitration section shall survive termination or expiration of this Agreement.

21. U.S. Government End Users

The Software, Services, and related documentation constitute “commercial computer software” and “commercial computer software documentation” as defined in applicable U.S. Federal Acquisition Regulations and Defense Federal Acquisition Regulation Supplement provisions, and are developed exclusively at private expense.

U.S. Government end users acquire rights in the Software and Services only as provided under this Agreement. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in this Agreement and applicable FAR 12.212 and DFARS 227.7202, and their successors.

22. General Provisions

RELATIONSHIP OF THE PARTIES
The parties are independent contractors. Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other in any manner.

ASSIGNMENT; CHANGE OF CONTROL
You may not assign, transfer, delegate, or subcontract this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of D-Tools, which shall not be unreasonably withheld, conditioned, or delayed.

Notwithstanding the foregoing, you may assign this Agreement without D-Tools’ consent in connection with a merger, consolidation, corporate reorganization, or sale of all or substantially all of your assets, provided that:

(a) the assignee is not a competitor of D-Tools,
(b) the assignee agrees in writing to be bound by this Agreement, and
(c) you provide written notice to D-Tools within thirty (30) days of the effective date of such assignment.

Any attempted assignment in violation of this section shall be void.

D-Tools may assign this Agreement, in whole or in part, without restriction, including in connection with a merger, sale of assets, corporate reorganization, or change of control, upon written notice to you.

For clarity, any assignment of this Agreement does not expand or transfer license quantities, user entitlements, or usage rights beyond those expressly granted under this Agreement, unless otherwise agreed in writing by D-Tools.

This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

NOTICES
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by personal delivery, registered or certified mail, or email.

Notices to D-Tools shall be sent to:

D-Tools, Inc.
3886 Mayberry Drive,
Suite E, Reno, NV 89519
Attn: Legal Department
Email: legal@d-tools.com

Notices to you shall be sent to the contact information associated with your account or most recent invoice.

Email notices shall be deemed received on the earlier of confirmation of delivery or two (2) business days after sending, provided no delivery failure notice is received.

FORCE MAJEURE
Neither party shall be liable for any failure or delain the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including acts of God, natural disasters, fires, floods, earthquakes, epidemics, pandemics, public health emergencies, war, terrorism, riots, civil disturbances, labor disputes, strikes, power outages, failures of telecommunications or network infrastructure, government actions, or failures of third-party service providers or utilities.

The affected party shall use commercially reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable.

SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

WAIVER
No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the party granting the waiver and shall apply only to the specific instance identified.

CUMULATIVE REMEDIES
Except as expressly provided herein, all rights and remedies under this Agreement are cumulative and in addition to any rights or remedies available at law or in equity.

ENTIRE AGREEMENT
This agreement, together with any order forms, addenda, policies, or documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, or understandings, whether written or oral.

ORDER OF PRECEDENCE
In the event of any conflict, the following order of precedence shall apply:
(1) this Agreement;
(2) any applicable order form or addendum;
(3) policies or documentation incorporated by reference;

AMENDMENTS
This Agreement may be modified only (i) by a written agreement executed by D-Tools and you, or (ii) by D-Tools posting updated terms and providing notice in accordance with the Notices Section, provided that any such update will apply prospectively only and will become effective on the later of (a) the stated effective date and (b) your renewal, purchase of additional products/services, or continued use after at least thirty (30) days’ prior notice. If you object to a material update, your sole remedy is to notify D-Tools before the effective date and discontinue use at the end of your then-current paid term.

INTERPRETATION
Section headings are for convenience only and shall not affect interpretation. The terms “include,” “including,” and similar phrases shall mean “including without limitation.”

END OF AGREEMENT