D-Tools Software License Agreement
The D-Tools Software License Agreement is a legally binding contract between the user and D-Tools Inc. that requires the user's acceptance before installing or using the software, defining key terms such as Documentation, D-Tools Database, and D-Tools Hosted Solution, and stipulating that if the user does not agree to all terms, they must not install or use the software and must return or delete it promptly.
Please read this license agreement (“License Agreement”) carefully before installing or using the accompanying Software or the related materials and services, or accessing any part thereof as this is a legally enforceable contract between You and D-Tools Inc. (“D-Tools”). Your right to use the accompanying Software and the related materials and services are conditional upon Your acceptance of this License Agreement.
If you install or use the software or any part of it, sign this license agreement, or click-through and accept any license notice during start-up, download, or installation of the software, you will be deemed to have read this License Agreement, understood it, and agreed to be bound by it. If you do not agree to this License Agreement in its entirety, do not install or use the software or the related materials and services. Promptly return the software in its original condition to the place of acquisition. If you downloaded the software, refrain from installing the same and delete all downloaded files related to the software from your system.
Definitions
- Documentation: User manuals and/or publications made available to You by D-Tools, relating to the installation, use, and administration of the Software, in printed, electronic, or online form.
- D-Tools Database: The collection of data, content, and/or information contained within, revealed by, extracted or exported from, or learned or discerned from the operation of the Software or the media on which the Software is delivered, in whole or part, in any form.
- D-Tools: D-Tools Inc., a California corporation with its principal office at 1850 Gateway Blvd, Suite 1060, Concord, CA 94520.
- D-Tools Hosted Solution: The then current hosted solution made available by D-Tools that allows storage of the D-Tools Server instance on the cloud.
- D-Tools Software: The object code version of the accompanying D-Tools software provided to You by D-Tools, including all Documentation and other materials provided by D-Tools to You under this License Agreement. Includes any updates, patches, or bug fixes for the said D-Tools Software which You are entitled to receive and that is provided to You by D-Tools but does not include any Third Party Software.
- D-Tools Website: www.d-tools.com
- License Fees: Fees payable by You for the License.
- License Key: Any license key, activation code, or similar installation, access, or usage control codes designed to provide access to any Software.
- Software: The D-Tools Software together with any Third Party Software made available to You by D-Tools.
- Third Party Software: Any software, other than the D-Tools Software, that is incorporated into or accompanies the D-Tools Software and is subject to separate license or user agreements offered or granted by a party other than D-Tools.
- You: Either (a) You as an individual or (b) Your entity, if You are using D-Tools Software and/or services in Your capacity as an employee or agent of an entity. If You are accepting this License Agreement on behalf of an entity, such as the company You work for, You represent to us that You have legal authority to bind that entity (and “Your” will be construed accordingly).
License to Use D-Tools Software and Restrictions
- The D-Tools Software is licensed, not sold, to You on a per-seat basis. The number of individuals authorized to concurrently use the D-Tools Software cannot exceed the number of seats purchased.
- You are responsible for all use of the Software by Your Authorized End Users and their compliance with this License Agreement.
- You are responsible for installation of the D-Tools Software. Any License Key provided is confidential and must be held in strict confidence.
- You may make one backup copy of the Software for archival purposes only.
- You may make a reasonable number of copies of the Documentation for use by Authorized End Users.
- Unless otherwise expressly permitted, you may not:
- Alter, adapt, translate, enhance, customize, or otherwise modify the D-Tools Software.
- Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying ideas or algorithms.
- Create derivative works based on the D-Tools Software.
- Copy, rent, lease, distribute, or otherwise transfer or sub-license rights to any third party without prior written consent.
- Grant rights to use the D-Tools Software to any third party other than Authorized End Users.
- Bundle or integrate the D-Tools Software with other products or services except as permitted by D-Tools.
- Circumvent or attempt to circumvent any technological measures that control access to or use of the D-Tools Software.
- Remove, alter, or obscure any proprietary notices, labels, or marks.
License to Use D-Tools Database and Restrictions
- The D-Tools Database is for use only with the D-Tools Software.
- You may not use or modify the data, content, and information from the D-Tools Database except in conjunction with your authorized use of the D-Tools Software.
- You may download and store data from the D-Tools Database onto a storage device under your control for internal use and to incorporate excerpts into work products created using the D-Tools Software.
- You may make printouts of excerpts for internal use and for distribution to third parties solely for their internal use related to planning and implementing individual projects.
- Except as expressly permitted, you may not store, cache, use, upload/download, copy, distribute, publish, transmit, sell, sub-license, transfer, provide access to, or otherwise make the Downloaded Data, the D-Tools Database, or any part of them available to any third party.
Access to D-Tools Hosted Solutions
- Subject to payment of applicable set-up fees, D-Tools will install and set up the D-Tools Hosted Solutions for You.
- You may access and use the D-Tools Hosted Solution during the applicable subscription term(s) subject to payment of all fees and the terms of this Agreement.
- The D-Tools Hosted Solution is provided using Amazon Web Services Inc. (AWS) and is subject to AWS Terms of Service.
- You retain ownership of any data or other content you provide through the D-Tools Hosted Solutions, but must comply with all laws and regulations.
- D-Tools may delete or remove any of Your Data at any time in the event of a violation of the agreement.
- On termination, Your Data will be available for download in accordance with AWS Terms of Service or from D-Tools backup server. D-Tools will delete Your Data 30 days after termination of your subscription.
License to Use Third Party Software and Limitations
- Third Party Software is licensed separately and not under the terms of this License Agreement and may be subject to additional payments.
- You may use Third Party Software only in compliance with the license applicable to it.
- D-Tools has no obligation to support or maintain any Third Party Software and disclaims all warranties and liability regarding Third Party Software.
Intellectual Property Rights
- Except for the limited rights and license expressly granted, no other license is granted and no other use is permitted. The Software is licensed, not sold, and nothing in this Agreement transfers any ownership rights to You.
- D-Tools reserves all rights, title, and interest in and to the Software not expressly granted to You.
- You will not have the right to use or access the source code of the D-Tools Software under any circumstances.
Support Services
- D-Tools will provide error corrections and minor improvements as generally available to other licensees with the same level of support.
- Other upgrades and enhancements may be subject to additional charges.
- Support services are provided in accordance with D-Tools' then current support policy.
- D-Tools will have no obligation to provide support services if:
- You do not use the Software in accordance with instructions.
- You modify or incorporate the Software other than as expressly permitted.
- The Software is installed in an unsupported environment.
- Problems are caused by negligence, abuse, misuse, or causes beyond D-Tools' control.
- For any version other than the latest and immediately preceding version.
Confidentiality
- All information and data disclosed by one party to the other pursuant to this License Agreement, including the D-Tools Database, is and shall remain proprietary and confidential.
- Each party agrees to maintain the confidentiality of the other’s Confidential Information and to use or disclose such information only as permitted by this License Agreement.
- Confidential Information does not include information in the public domain, information independently developed, or information received from a third party without obligations of confidentiality.
- The obligation of confidentiality survives termination of this Agreement for five years.
Limited Warranty and Disclaimer
- D-Tools warrants that the media (if any) on which the Software is furnished is free of defects for 90 days following delivery. Remedy is replacement or refund.
- This is the only warranty made by D-Tools. All other warranties, express or implied, are disclaimed.
- The Software and related services are provided "as is" and at your sole risk. D-Tools does not warrant that the Software will meet your requirements or be error-free.
- No oral or written information or advice given by D-Tools or its agents shall create a warranty.
- The Software is intended solely for commercial business purposes and is not a consumer product.
Limitation of Liability
- Any warranties other than the limited warranty are limited in duration to 90 days following delivery.
- In no event will D-Tools’ aggregate liability exceed the License Fee paid by You.
- D-Tools and its affiliates are not liable for any direct, indirect, consequential, incidental, or punitive damages arising out of the use or inability to use the Software or any breach of this License Agreement.
Term and Termination
- The License lasts as long as You use the D-Tools Software in compliance with this License Agreement.
- D-Tools may terminate this License Agreement immediately if You breach any material terms and fail to cure within 10 days of notice.
- You may terminate at any time by deleting and/or destroying all copies of the Software.
- Upon termination, the License terminates automatically and You must cease use and destroy all copies of the Software and any confidential or proprietary information.
- Termination is without prejudice to accrued rights and liabilities, and terms meant to survive termination shall survive.
Right to Collect Information and Audit Use
- When You order the D-Tools Software, D-Tools collects personal information including names, addresses, email addresses, and payment information. The Software may also collect data about how You use the Software.
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