D-Tools Software License Agreement

License Agreement for D-Tools

Please read this license agreement (“License Agreement”) carefully before installing or using the accompanying Software (as defined below) 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 (as defined below) and the related materials and services are conditional upon Your acceptance of this License Agreement.  

(A) IF YOU INSTALL OR USE  THE SOFTWARE OR ANY PART OF IT, OR (B) SIGN THIS LICENSE AGREEMENT OR (C) 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. THEREFORE, 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:

LICENSE TO USE D-TOOLS SOFTWARE AND RESTRICTIONS:

The D-Tools Software is licensed to You subject to the following terms:

Subject to the terms and conditions set forth in this License Agreement, D-Tools hereby grants to You and You hereby accept, a limited, non-transferable, perpetual, revocable (in accordance with the terms of this License Agreement) non-exclusive license (“License”) to use the D-Tools Software. D-Tools Software is in “use” on a computer/device when it is loaded into the temporary memory or installed into the permanent memory of that computer/device.

The D-Tools Software is licensed and not sold to You, on a per-seat basis. This means that at any given time, the number of individuals authorized to concurrently use the D-Tools Software under this License Agreement (each an “Authorized End User”) cannot exceed the number of seats that You have purchased from D-Tools and for which You have paid D-Tools all applicable License Fees for the License. You are solely responsible for all use of the Software by Your Authorized End Users and their compliance with this License Agreement. The details of the number of seats that You have purchased is set forth in the invoice issued to You by D-Tools.

You will be solely responsible for installation of the D-Tools Software. Any License Key provided to You by D-Tools for activation of the D-Tools Software is the confidential information of D-Tools and You must hold such License Key in strict confidence. You may provide a License Key given to You to enable Your Authorized End Users to access the D-Tools Software in accordance with this License Agreement.

Your License to use the D-Tools Software is subject to such additional conditions and limitations, including payment of License Fees, as set forth in the invoice issued to You by D-Tools made available along with the acceptance of Your order for the Software.

You may make one backup copy of the Software provided Your backup copy is not installed or used other than for archival purposes and contains all of D-Tools’ proprietary notices, labels or marks thereon.

D-Tools grants You a non-exclusive license to make copies of (no more than reasonably necessary) the Documentation for use by Authorized End Users in connection with Your use of the D-Tools Software in accordance with this License Agreement.

Unless otherwise expressly permitted by this License Agreement and except to the extent applicable law expressly prohibits such restrictions, You shall have no right, and You specifically agree not to, directly or indirectly:

alter, adapt, translate, enhance, customize or otherwise modify the D-Tools Software;

translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or the underlying ideas or algorithms of the D-Tools Software;

create derivative works based on the D-Tools Software;

copy, rent, lease, distribute, or otherwise transfer or sub-license rights to the D-Tools Software to any third party without the prior written consent of D-Tools, Inc., which, if given, is subject to the transferee’s consent to the terms and conditions of this License Agreement;

grant any rights to use the D-Tools Software to any third party other than Authorized End Users, including grant of such rights on a membership, subscription or hosted basis;

bundle or integrate the D-Tools Software with any other products or services other than as permitted by D-Tools;

circumvent, by-pass, disable or defeat, or attempt to circumvent, by-pass or defeat, any technological measure(s) that controls access to or use of the D-Tools Software. By accepting this License Agreement You acknowledge that the D-Tools Software may contain code or other technological measure that detect and/ or prevent or disable unauthorized use of the D-Tools Software;

remove, alter or obscure any proprietary notices, labels or marks in the D-Tools Software, Documentation, or any media on which the same are made available to You. This License Agreement does not grant You any rights to any trademarks, logos or service marks of D-Tools, including the marks ‘D-Tools’, ‘SIX’ or any other trademarks, logos or service marks used by D-Tools in connection with its business.

LICENSE TO USE D-TOOLS DATABASE AND RESTRICTIONS

The D-Tools Database is an integral and valuable element of the D-Tools Software and the phrase “the D-Tools Software” used in this License Agreement includes it.

The data, content and information in the D-Tools Database come from a variety of sources, both public and private. D-Tools spends considerable effort collecting, creatively selecting, correcting, verifying, analyzing, enhancing, processing and preparing the same for use and it contains proprietary elements belonging to D-Tools or its licensors. When You extract data, content or information from the D-Tools Database, You do not own it, and it is not Your property nor is it in public domain. It remains the copyrighted property of D-Tools or its licensors, and You have a license to use it only as per the terms and conditions of this License Agreement.

In addition to the terms applicable to the use of the D-Tools Software as mentioned in Section 2 above, use of the D-Tools Database is subject to the following additional terms and conditions:

The D-Tools Database is for use only with the D-Tools Software;

You shall 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, content or information from the D-Tools Database (“Downloaded Data”) onto a storage device under Your sole and exclusive control by using the installer application provided as part of the D-Tools Software (a) to display the Downloaded Data internally within Your organization, and (b) to incorporate excerpts (obtained by electronic cutting and pasting or other similar means) from such Downloaded Data into work products created using the D-Tools Software in connection with the planning, bidding, purchasing, constructing and / or billing processes of projects. Downloaded Data shall not be stored or used in an archival database or other searchable database except as part of the D-Tools Software.

You may make printouts of excerpts from the Downloaded Data for (a) Your internal use and (b) for distribution to third parties solely for their internal use related to planning and implementing individual projects.

Except as expressly permitted by this License Agreement, You shall not store, cache, use, upload/download, copy (including by printing), distribute, publish, transmit, sell, sub-license, transfer, provide access to in any manner, or otherwise make the Downloaded Data (including any excerpts from it), the D-Tools Database or any part of them, available to any third party, in any form or by any means, including as a part of, as a component of, or as a basis for, any work product or material offered for sale, license or distribution by You to third parties.

ACCESS TO D-TOOLS HOSTED SOLUTIONS

The D-Tools Hosted Solution is made available on the following additional terms:

• Subject to receipt of payment of the applicable set-up fees, D-Tools will install and setup 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 any and all initial and recurring fees as applicable for the D-Tools Hosted Solution and the terms and conditions of this Agreement. The fee payable for the D-Tools Hosted Solution is in addition to the License Fee for the License to the D-Tools Software. Once the original subscription term for the D-Tools Hosted Solution expires, it will automatically renew for successive terms of the same period unless You notify D-Tools of Your intention not to renew Your subscription to the D-Tools Hosted Solutions at least 30 business days prior to the expiration date of the current term or D-Tools ceases to make the D-Tools Hosted Solution available. Renewals are charged at D-Tools’ then-current rates for the D-Tools Hosted Solution unless otherwise agreed, and D-Tools will charge You using the credit card on file or send You an invoice. Continued access and use of the D-Tools Hosted Solution will be subject to renewal of Your subscription and receipt of applicable payments by D-Tools.

To access the D-Tools Hosted Solution, You will have to use a username and password. When You access the D-Tools Hosted Solution for the first time, please change any default password that may have been provided to You by D-Tools. You shall be solely responsible for all actions initiated using Your username and password and for safeguarding the security and confidentiality of Your username and password. D-Tools will not be liable for any loss or damage arising from Your failure to maintain the security and confidentiality of Your username and/or password, including for any inability to use the D-Tools Hosted Solution and any data stored using the D-Tools Hosted Solution.

The D-Tools Hosted Solution is provided using the hosting and storage services made available by Amazon Web Services Inc. (“AWS”) in accordance with the AWS Customer Agreement available at  www.aws.amazon.com/agreement; the AWS Service Terms available here  www.aws.amazon.com/serviceterms and other policies, guidelines, terms and agreements subject to which AWS provides the said services (collectively “the AWS Terms of Services”). The use and availability of the D-Tools Hosted Solution is therefore also subject to the AWS Terms of Service.

Unless otherwise specified, You retain ownership of any data or other content or information that You or any of Your Authorized End Users provide through the D-Tools Hosted Solutions (“Your Data”).You shall not use D-Tools Hosted Solutions in any way that could harm them or impair anyone else’s use of the said services. Your use of the D-Tools Hosted Solutions and all Your Data must comply with all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications, and the exportation of technical or personal data. You are solely responsible for the accuracy, content and legality of all Your Data. You agree not to submit any content that is obscene, defamatory, libelous, threatening, harassing, pornographic, racially or ethnically offensive, that encourages conduct that would be considered a criminal offense or give rise to any civil or criminal liability. You will not submit any material (including any virus, bot, worm, scripting exploit or other harmful code) that is likely to harm or corrupt the D-Tools Hosted Solutions or any computer systems or data. You represent and warrant to D-Tools that You have sufficient rights to Your Data and that You will not infringe the rights of any third party in the course of Your use of the Hosted Service. You agree that D-Tools may, in its sole discretion, delete or remove any of Your Data at any time and with or without notice in the event of any violation of this clause.

On termination of this License Agreement (unless it was for Your breach) or expiration of the term of Your subscription to the D-Tools Hosted Solution, Your Data will be available for download in accordance with the AWS Terms of Service or from D-Tools backup server. D-Tools will delete Your Data 30 days after termination of Your subscription.

D-Tools does not control, endorse or accept responsibility for the services offered by AWS. D-Tools makes no representations or warranties about AWS’s services and shall not be liable to You on behalf of, or for, AWS or its services. D-Tools is not responsible for any of Your Data that may be lost, altered, intercepted or stored across networks not owned or operated by D-Tools. Therefore, use of the D-Tools Hosted Solution is at Your own risk and subject to the AWS Terms of Service and D-Tools will not be liable for any loss that You may incur as a result of the use of the D-Tools Hosted Solution.

“Amazon Web Services”, ‘AWS’, the ‘Powered by Amazon Web Services’ logo and EC2 are the trademarks of Amazon.com, Inc. or its affiliates in the United States and/or other countries.

LICENSE TO USE THIRD PARTY SOFTWARE AND LIMITATIONS

The details of Third Party Software (if any) delivered to You by D-Tools is available in the invoice issued to You by D-Tools. The Third Party Software is licensed separately and not under the terms of this License Agreement and is subject to additional payments. You may use the Third Party Software only in compliance with the license applicable to it.

You may obtain a copy of the license terms applicable to the Third Party Software as detailed below:

Between You and D-Tools, the disclaimer of warranty and limitation of liability provisions in this License Agreement will apply to all the Third Party Software. D-Tools will have no obligation whatsoever under this License Agreement to support or maintain any Third Party Software, nor will D-Tools have any liability to You vis-à-vis any Third Party Software provided to You by D-Tools, regardless of the nature of the claim or the nature of any alleged loss or damage suffered, including, without limitation, direct, indirect, incidental, consequential or punitive damages, for any claim arising from or related to Your use of the Third Party Software, and D-Tools disclaims any and all representations and warranties, express, implied or statutory, with respect to any and all such Third Party Software, including without limitation, any warranties of merchantability, fitness for a particular purpose, data accuracy, title, non-infringement, quiet enjoyment, and/or non-interference. You acknowledge and agree that the foregoing disclaimers, limitations and exclusions of liability form an essential basis of the bargain between the parties, and that, absent such disclaimers, limitations and exclusions, the terms of this License Agreement, including, without limitation, any economic terms, would be substantially different.

INTELLECTUAL PROPERTY RIGHTS 

Except for the limited rights and license expressly granted hereunder, no other license is granted, no other use is permitted and the Software provided to You is licensed to You and nothing contained in this Agreement transfers any ownership rights in the Software or any part of it to You. D-Tools or other licensors as the case may be, reserves all right, title and interest in and to the Software that are not expressly granted to You, including all intellectual property and proprietary rights embodied therein. You agree that 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 You with error corrections and minor improvements to the D-Tools Software as and when such corrections and improvements are made generally available to its other licensees that have purchased the same level of support as You. Other upgrades and enhancements to the D-Tools Software are not made available as part of the support services and may be subject to additional charges.

D-Tools will use commercially reasonable efforts to provide You with support services for the D-Tools Software in accordance with its then current support policy which is available at www.d-tools.com/support. D-Tools may update its support policy terms at any time with thirty (30) days prior notice on the Website, provided that the updated terms will be applicable to any paid support services You may have purchased prior to such updating, only after the expiry of the then current term of Your support services. You will be eligible to receive the features available as part of the Gold Support plan only if You have purchased the same. Else, You will be eligible to receive only the features covered by the Bronze Support plan.

D-Tools will have no obligation to provide support services:

• if You do not use the D-Tools Software in accordance with the operating instructions and procedures for the D-Tools Software as specified in the Documentation or provided by D-Tools; if You modify or incorporate the D-Tools Software other than as expressly permitted by D-Tools;
• if the D-Tools Software is installed in any computing environment not supported by D-Tools as specified in the Hardware and Software Requirements section available at www.d-tools.com/hardware_software_requirements
• if the problems are caused by Your negligence, abuse, misuse, or by any causes beyond the reasonable control of D-Tools; or for any version of the D-Tools Software other than the latest and immediately preceding version.

CONFIDENTIALITY

All information and data disclosed by one party to the other party pursuant to this License Agreement including but not limited to the D-Tools Database (“Confidential Information”) is and shall remain the proprietary and confidential information of the disclosing party.

Each party agrees to maintain the Confidential Information of the other in confidence and to use or disclose such Confidential Information only as permitted by this License Agreement unless otherwise permitted in writing by the owner of the Confidential Information.

Each party will take all reasonable precautions to maintain the confidentiality of the Confidential Information of the other, including and without limitation, requiring employees and others with access to the Confidential Information to sign confidentiality agreements and limiting access to the Confidential Information to employees on a “need to know” basis.

A party will immediately notify the other upon discovery of any unauthorized use or disclosure of Confidential Information and will cooperate in any reasonable way to help the other party regain possession of the Confidential Information and prevent further unauthorized use.

Confidential Information shall not include:

information which at the time of disclosure is in the public domain;

information which after disclosure is published or otherwise becomes part of the public domain through no fault of the receiving party or its employees or agents;

information which the receiving party can document through written records, dated prior to the time of disclosure, as having been in the receiving party’s possession and belonging to it at the time of disclosure;

information which the receiving party can document was developed independent of and without any reliance/access to the Confidential Information of the disclosing party; or information which the receiving party can show as having been received after the time of disclosure by the receiving party from a third party without any obligations of confidentiality.

The obligation of confidentiality shall survive termination of this Agreement and shall be binding on the parties for a period of five years from such termination.

LIMITED WARRANTY AND DISCLAIMER

D-Tools warrants that the media (if any) on which the Software is furnished to You to be free of defects in material and workmanship, under normal use in accordance with the terms of this License Agreement, for a period of ninety (90) days following the date of delivery to You. In the event of any such defects in the media, Your sole remedy, and D-Tools’ sole liability, shall be to replace the defective media which You return to D-Tools or the supplier from whom You purchased the media along with Your dated invoice. In the event that D-Tools is unable to replace defective media so returned, D-Tools shall refund Your money upon Your termination of this License Agreement.

THE ABOVE IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY D-TOOLS, AND IS IN LIEU OF ALL OTHER CONDITIONS, WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, D-TOOLS EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE, ALL OTHER CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE WITH RESPECT TO THE INSTALLATION, USE OR PERFORMANCE OF THE SOFTWARE AND THE RELATED SERVICES. THE SOFTWARE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE SOFTWARE AND RELATED SERVICES IS AT YOUR SOLE RISK. D-TOOLS DOES NOT WARRANT THAT THE SOFTWARE OR THE RELATED SERVICES WILL MEET YOUR REQUIREMENTS OR PERFORM IN ACCORDANCE WITH THE SPECIFICATIONS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS IN THE SOFTWARE, IF ANY, WILL BE CORRECTED. THE FAILURE OF THE SOFTWARE TO PERFORM IN ACCORDANCE WITH THE SPECIFICATIONS SHALL NOT BE CONSIDERED A FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT. D-TOOLS ALSO DOES NOT WARRANT THAT THE RESULTS OF USE OF THE SOFTWARE OR ANY PART OF IT WILL BE CORRECT, ACCURATE, RELIABLE OR CURRENT.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY D-TOOLS, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY IN SECTION 8 (a) AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

YOU ACKNOWLEDGE THAT THE SOFTWARE AND RELATED SERVICES ARE INTENDED TO BE USED SOLELY FOR COMMERCIAL BUSINESS PURPOSES AND IS NOT A CONSUMER PRODUCT.

LIMITATION OF LIABILITY

Should any warranties other than the limited warranty provided by D-Tools be found to exist, such warranties shall be limited in duration to ninety (90) days following the date of delivery of the D-Tools Software to You. In no event will the aggregate liability of D-Tools for any damages to You or any other person exceed the License Fee paid by You.

EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT, NEITHER D-TOOLS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE D-TOOLS SOFTWARE OR RELATED SERVICES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS OR PROFITS, ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE  THE SOFTWARE OR ANY OTHER BREACH OF THIS LICENSE AGREEMENT, EVEN IF D-TOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TERM AND TERMINATION

The License to use the D-Tools Software (including the D-Tools Database) granted pursuant to this License Agreement shall last as long as You use the D-Tools Software in compliance with this License Agreement.

Without prejudice to D-Tools’ other rights or remedies, D-Tools shall have the right to terminate this License Agreement and the License to use the D-Tools Software (including the D-Tools Database) or access to the D-Tools Hosted Solution granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to cure such material breach within ten (10) days of receipt of notice from D-Tools.

You may terminate this License Agreement at any time by permanently deleting and/or destroying all copies of the D-Tools Software in Your possession or control.

Upon termination of this License Agreement for any reason, the License granted to You by D-Tools under this License Agreement shall terminate automatically and You shall immediately cease use of the D-Tools Software and all parts of the D-Tools Database (including the Downloaded Data). On termination of the D-Tools Hosted Solution alone without termination of this License Agreement as a whole pursuant to Section 10 b) above, Your right to access the D-Tools Hosted Solution (including access to any of Your Data stored using the D-Tools Hosted Solution) shall stand terminated. On termination of this License Agreement, You must also destroy / permanently erase all copies of the D-Tools Software and any confidential or proprietary information of D-Tools in Your possession or control or in the possession and control of Your Authorized End Users.

Termination shall be without prejudice to the rights and liabilities that have accrued prior to the date on which the termination becomes effective and terms of this License Agreement that are by their very terms meant to survive termination shall survive.

RIGHT TO COLLECT INFORMATION AND AUDIT USE

When You order the D-Tools Software, D-Tools collects a variety of personal information that identifies You including Your name, address, the names of Your Authorized Users, email addresses and payment information. In addition, the D-Tools Software also contains programs that collect data about how You use the D-Tools Software and the D-Tools Database. This information and data may be used to (i) monitor Your compliance with the terms of this License Agreement; (ii) provide You with any software or services that You have ordered; (iii) improve the D-Tools Software and associated services; (iv) send You information about software updates, new releases, new products and services; special offers, and similar information; (v) help D-Tools to develop and improve its software and services; (vi) to send notices, such as communications about orders, renewals, payment, changes to D-Tools’ terms, conditions or policies.

D-Tools also collects non-personal information and data in a form that does not identify You or any of Your Authorized Users specifically. We may collect, use, transfer and disclose such non-personal information for any purpose.

By downloading any data from the D-Tools Database, You are allowing D-Tools to collect, store and share personal information about You and the items You have downloaded with its partners and third-party solution providers.

You agree that You will not prevent or in any manner restrict the right of D-Tools to collect such data about Your use of the D-Tools Software.

D-Tools shall have the right to audit (either by itself or through its authorized representative), the use of the D-Tools Software by inspection of Your computers and devices. Such inspection shall be solely to the extent necessary to verify that the D-Tools Software has been used in compliance with the terms of this Agreement. D-Tools shall provide You with notice of its intention to undertake an audit at least twenty-four (24) hours in advance. During such inspection D-Tools or its authorized representative will comply with all reasonable security and confidentiality requirements of Your premises and shall conduct the audit in a manner that does not unreasonably disrupt Your operations.

US GOVERNMENT USERS

The Software is commercial computer software developed exclusively at private expense, and in all respects its proprietary data belonging to D-Tools or its suppliers.

Department of Defense End Users. If the Software is acquired by or on behalf of agencies or units of the Department of Defense (DoD), then, pursuant to DoD FAR Supplement Section 227.7202 and its successors (48 C.F.R. 227.7202) the Government’s right to use, reproduce or disclose the Software is subject to the restrictions of this Agreement.

Civilian Agency End Users. If the Software is acquired by or on behalf of Civilian agencies of the U.S. Government, then, pursuant to FAR Section 12.212 and its successors (47 C.F.R. 12.212), the Government’s right to use, reproduce or disclose the Software is subject to the restrictions of this Agreement.

COMPLIANCE WITH LAWS

You will comply with all applicable international and national laws that apply to Your purchase and use of the Software.

You may not use or otherwise export or re-export the D-Tools Software except as authorized by United States law and the laws of the jurisdiction(s) in which the D-Tools Software was obtained. In particular, but without limitation, the D-Tools Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the D-Tools Software, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the D-Tools Software for any purposes prohibited by United States law, including and without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

GOVERNING LAW AND JURISDICTION 

This License Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles, except if You are a consumer based in the United Kingdom, in which case this License Agreement will be governed by the laws of the jurisdiction of Your residence. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

You agree that any dispute between You and D-Tools arising out of or in connection with this License Agreement (including any question regarding its existence, validity, termination or performance under it) shall be submitted exclusively to the competent courts located in Contra Costa County in the State of California to the exclusion of any other court that may have jurisdiction in the matter.

GENERAL PROVISIONS 

Relationship of the Parties

The relationship between You and D-Tools is on a principal to principal basis and nothing expressed or implied in this Agreement shall be deemed to constitute either party as the partner or agent of the other.

Assignment

You shall not assign, sub-contract or transfer in any manner whatsoever this License Agreement or Your rights or obligations under this License Agreement without first obtaining prior written consent from D-Tools. D-Tools may freely assign this License Agreement or any of its rights or obligations to any third party.

Notices

Any notice or other communication required to be given under this License Agreement will be deemed to be valid if given in writing and delivered by mail or e-mail to the other at their respective address as notified below.

To D-Tools: 

Address: 1850 Gateway Blvd., Suite 1060, Concord, CA 94520

E-mail: Legal (@D-Tools.com)

To You:

Address: Your address as available in the original invoice.

E-mail: Your email ID as available in the original invoice.

A notice is deemed to be received if:

• Delivered by registered mail, on receipt; and
• Sent by email, the earlier of the sender’s receipt of confirmation of successful delivery or two days after dispatch (being when the relevant email first leaves the sender’s network for delivery to the recipient’s address) provided the sender does not receive any indication of the failure of, or delay in, delivery within 24 hours after dispatch.

Severability

If any term or provision of this License Agreement is held to be illegal, invalid or unenforceable that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable and the remaining provisions will remain in full force and effect.

Waiver

Neither party shall be deemed to have waived any right under this License Agreement unless the waiver is in writing and signed by the party waiving its right.  Any failure or delay by a party to exercise any right or remedy under this License Agreement shall not operate as a waiver of that right or remedy.  Any waiver by a party of any breach, or failure to exercise any right or remedy, under this License Agreement shall not constitute a waiver of any subsequent breach or continuing right.

Remedies cumulative

Except as is expressly stated otherwise in this License Agreement, the rights and remedies available to either party in this License Agreement are cumulative and are not exclusive of any rights or remedies provided by law or under this License Agreement; and the exercise of any of the rights and remedies provided in this License Agreement by either party shall not prejudice the exercise of any other right or remedy under this License Agreement or existing at law.

Entire License Agreement

This License Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements, arrangements, understandings or representations relating to that subject matter.

Precedence

In the event and to the extent of any inconsistency between this License Agreement or any other part of the Website, these documents shall, unless expressly stated otherwise, be interpreted in the following descending order of precedence (from high priority to low priority):

this License Agreement; and the rest of the Website.