D-Tools

Terms of Service | D-Tools

D-Tools, Inc.'s Terms of Service, effective April 9, 2026, establish a legally binding agreement for users of its website and software services, requiring users to be of legal age, agreeing to dispute resolution primarily through binding arbitration, and holding users or authorized representatives responsible for compliance and any enforcement costs.

Effective Date: April 9, 2026

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 (this "Agreement") apply 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, including 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 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:

  • Use the Software or Services in any manner that is unlawful, fraudulent, deceptive, abusive, harassing, defamatory, or harmful to others;
  • 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;
  • Attempt to gain unauthorized access to any accounts, systems, networks, or data associated with the Software or Services;
  • Circumvent, bypass, disable, or otherwise interfere with any usage limits, technical safeguards, access controls, or security measures implemented by D-Tools;
  • Use the Software or Services in a manner that materially interferes with or imposes an unreasonable burden on D-Tools’ infrastructure or operations;
  • Use the Software or Services in a manner that infringes, misappropriates, or violates the rights of any third party; or
  • 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:

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, exc

Related