Terms of Service
Last Update: August 8, 2018
Please read these Terms of Service (“Terms“) carefully before using any of the d-tools websites, including, without limitation, d-toolshelp.com, d-toolsforum.com, d-toolsblog.com, and d-tools.cloud, and all subdomains, including, without limitation, docs.d-tools.cloud, feedback.d-tools.cloud. THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (“You” or “Your”) and D-Tools, Inc. (“D-Tools” or “us” or “we”) GOVERNING YOUR USE OF D-TOOLS CLOUD ONLINE BUSINESS PRODUCTIVITY AND COLLABORATION SOFTWARE (collectively and as further defined below, the “Services”).
Acceptance of the Terms
You must be of legal age (at least 16 years old) to enter into a binding agreement with us in order to accept the Terms. If You do not agree to these Terms, do not use any of our Services.
BY CLICKING “ACCEPT” OR BY USING OUR SERVICES (1) YOU ARE AGREEING TO ACCEPT ALL OF THE TERMS AND CONDITIONS STATED HEREIN, (2) YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE ENTITY YOU REPRESENT (the “Company”), IF APPLICABLE, TO THIS AGREEMENT, AND (3) THIS AGREEMENT WILL BE DEEMED A BINDING CONTRACT BETWEEN YOU AND/OR THE COMPANY AND D-TOOLS. IF YOU DO NOT AGREE TO OR CANNOT COMPLY WITH ALL OF THE TERMS OR IF YOU DO NOT HAVE AUTHORITY TO BIND THE COMPANY, THEN DO NOT CLICK “ACCEPT” AND YOU WILL NOT BE AUTHORIZED TO USE THE SERVICES.
Description of Services
We provide an array of services for online collaboration and workflow management, including catalog, quote engine, presentation tools, customer relationship management application, drawing creation and management, project management and scheduling application (collectively, the “Services“). You may use the Services for Your personal and business use or for internal business purposes. You may connect to the Services using any internet browser supported by the Services. You are responsible for obtaining access to the internet and the equipment necessary to use the Services. You can create and edit content with Your user account and if You choose to do so, You can publish and share such content (see “User Generated Data” below).
Subscription to Beta Service
We may offer certain Services as closed or open beta services (“Beta Services”) for the purpose of testing and evaluation. 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 of the paid Services as a result of Your subscription to any of the 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
Modification of the Services or the Terms of Service
We may upgrade or modify our Services, from time to time, and these Terms will apply to any such upgrades and/or modifications.
We may modify the Terms upon notice to You at any time through a service announcement or by sending email to Your primary email address. If we make significant changes to the Terms that affect Your rights, You will be provided with at least thirty (30) days’ notice of the changes. You may terminate Your use of the Services by providing D-Tools notice by email within thirty (30) days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects Your rights in connection with use of the Services. Your continued use of the Services after the effective date of any change to the Terms will be deemed to be Your agreement to the modified Terms.
User Sign up Obligations
You need to sign up for a user account by providing all required information in order to access or use the Services. If You represent an organization and wish to use the Services for corporate internal use, we recommend that You, and all other users from Your organization, sign up for user accounts by providing Your corporate contact information, including Your corporate email address. You agree to: a) provide true, accurate, current and complete information; and b) maintain and promptly update the information provided in order to keep it true, accurate, current, and complete. You will be solely responsible and liable for any activity that occurs under Your user account. If D-Tools has reasonable grounds to suspect that any information provided is untrue, inaccurate, outdated, or incomplete, D-Tools may terminate Your user account upon ten (10) days’ written notice and refuse current or future use of any or all of the Services.
Organization Accounts and Administrators
When You sign up for an account for the Company, You may specify one or more administrators. The administrators will have the right to configure the Services based on Your requirements and manage end users in the Company account. If the Company account is created and configured on Your behalf by a third party, it is likely that such third party has assumed administrator role for the Company. Make sure that You enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of the Company account.
You are responsible for (i) ensuring confidentiality of the Company account password, (ii) appointing competent individuals as administrators for managing the Company account, and (iii) ensuring that all activities that occur in connection with the Company account comply with these Terms. You understand that D-Tools is not responsible for account administration and internal management of the Services for You or for the Company.
You are responsible for taking necessary steps for ensuring that Your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to firstname.lastname@example.org, provided that the process is acceptable to D-Tools. In the absence of any specified administrator account recovery process, D-Tools may provide control of an administrator account to an individual providing proof satisfactory to D-Tools demonstrating authorization to act on behalf of the organization. You agree not to hold D-Tools liable for the consequences of any action taken by D-Tools in good faith in this regard.
Communications from D-Tools
The Service may include certain communications from D-Tools, such as service announcements, administrative messages and newsletters. You understand that these necessary communications shall be considered part of using the Services. As part of our policy to provide You total privacy, we also provide You the option of opting out from receiving newsletters from us. However, You will not be able to opt-out from receiving service announcements and administrative messages.
Complaints Against You
If we receive a complaint from any person against You with respect to Your activities as part of use of the Services, we will forward the complaint to the primary email address of Your user account. You must respond to the complainant directly within ten (10) days of receiving the complaint forwarded by us and copy D-tools in the communication. If You do not respond to the complainant within ten (10) days from the date of our email to You, we may disclose Your name and contact information to the complainant for enabling the complainant to take legal action against You. You understand that Your failure to respond to the forwarded complaint within the ten (10) days’ time limit will be construed as Your consent to disclosure of Your name and contact information by D-Tools to the complainant.
Fees and Payments
You must pay for all fees for the Services, except for the Services that we expressly offer free of charge. If You sign up for a free trial, we may require You to provide a valid Credit Card or other payment method. We will charge You automatically on the first day after the free trial of the Services is over. The Services are available under subscription plans of various durations. Payments for subscription plans of duration of less than a year can be made only by Credit Card or ACH. Your subscription will be automatically renewed at the end of each subscription period unless You inform us at least seven (7) days prior to the renewal date that You do not wish to renew the subscription. You may change the details if You would like the payment for the renewal to be made through a different Credit Card or ACH. If You have not informed us that You do not wish to renew the subscription, You will be presumed to have authorized D-Tools to charge the subscription fee to the Credit Card or ACH last used by You. From time to time, we may change the price of any Service. Any increase in charges will not apply until the expiry of Your then current billing cycle.
We have the right to terminate Your user account upon ten (10) business days’ written notice for failure to pay in full for the Services.
Restrictions on Use; Your Obligations
You shall not, and shall ensure that Your organization not: (i) transfer the Services or otherwise make it available to any unaffiliated third party; (ii) use the third party links on any of our websites to sites without agreeing to their respective website terms & conditions; (iii) post links to third party sites or use their logo, company name, etc. without their prior written permission; (iv) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (v) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, or resource of D-Tools or other third parties; (vi) violate any applicable local, state, national or international law; (vii) create a false identity to mislead any person as to the identity or origin of any communication; or (viii) reverse engineer, decompile, decode, decrypt, or disassemble any of the Services. You agree to use commercially reasonable efforts to prevent authorized access to or use of any of the Services and will promptly notify D-Tools of any such unauthorized access or use.
We have not reviewed, and cannot review, all of the material made available through the websites and webpages to which our websites link or websites and webpages which link to our websites. We do not have any control over those third-party websites, and we are not responsible for their contents or their use. By linking to such third-party websites, D-Tools does not represent or imply that it endorses such website. You are responsible for taking precautions as necessary to protect Yourself and Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. D-Tools disclaims any responsibility for any harm or loss resulting from your use of or reliance upon any content, good or services available on or through such third-party websites and webpages, and You acknowledge and agree that D-Tools shall not responsible or liable, directly or indirectly, for any such harm or loss.
Spamming and Illegal Activities
You agree to be solely responsible for the contents of Your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail,” “spam,” “chain letters,” “phishing” or unsolicited mass distribution of email. We reserve the right to terminate Your access to the Services immediately if there are reasonable grounds to believe that You have used the Services for any illegal or unauthorized activity.
License to Use D-Tools Database and Restrictions
The D-Tools Database (“Catalog”) is an integral and valuable element of the D-Tools Software and the phrase “the D-Tools Software” used in these Terms includes it. The data, content and information in the Catalog 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 Catalog, 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 these Terms.
Your use of the Catalog is subject to the following additional terms and conditions:
The Catalog is for use only with the D-Tools Software;
You shall not use or modify the data, content and information from the Catalog except in conjunction with Your authorized use of the D-Tools Software;
You may download and store data, content or information from the Catalog (“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 (i) Your internal use and (ii) for distribution to third parties solely for their internal use related to planning and implementing individual projects.
Except as expressly permitted by these Terms, 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 Catalog or any part of them, available to any unaffiliated 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.
Subject to these Terms, as long as your user account is active, D-Tools hereby grants You or the entity You represent (i) a non-exclusive, non-transferable and non-sublicensable license to the D-Tools Software and to copy, and install the D-Tools Software, in each case, solely for Your internal use with Your ordinary business operations, and (ii) the right to maintain a reasonable number of copies of the D-Tools Software on Your systems for backup and recovery purposes. You may provide access to the D-Tools Software to Your employees, contractors, and other individual users to access and use the D-Tools Software on Your behalf and for Your internal business purposes in compliance with these Terms, provided You are responsible for all such users’ actions that violate these Terms. Your purchase and use of the D-Tools Software is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by D-Tools with respect to future functionality or features.
User Generated Content; Intellectual Property Rights
You may transmit or publish content created by You using any of the Services or otherwise. However, You shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that You do not accidentally make any private content publicly available. D-Tools has no responsibility for what third parties may do with your content. Although You retain your rights to any content you create, submit, post or display on or through the Services, You hereby grant D-Tools a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, host, run, copy, reproduce, process, adapt, translate, modify, publish, transmit, display, and distribute such content for the purposes of providing, supporting, enhancing, marketing, and/or developing D-Tools’ products and services.
Any content that You may receive from other users of the Services is provided to You AS IS for Your information and personal and/or business use only and You agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose inconsistent with law or Your agreement with D-Tools or with such other user of the Services, without the express written consent of the person who owns the rights to such content.
In the course of using any of the Services, if You come across any content with copyright notice(s) or any copy protection feature(s), You agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services, You affirm that You have the consent, authorization or permission, as the case may be, from every person who may claim any rights in such content to make such content available in such manner. Further, by making any such content available, You expressly agree that D-Tools will have the right to block access to or remove such content made available by You if D-tools receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Services, You expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by D-Tools for this purpose. For procedure relating to complaints of illegality or infringement of third party rights in content transmitted or published using the Services, click https://www.d-tools.com/ipr/. If You wish to protest any blocking or removal of content by D-Tools, You may do so in the manner provided here https://www.d-tools.com/ipr/.
Sample files and Applications
D-Tools may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. D-Tools makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.
D-Tools, D-Tools logo, and the names of individual Services and their logos are trademarks of D-Tools, Inc. You agree not to display or use, in any manner, the D-Tools trademarks without D-Tools’ prior permission.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. D-TOOLS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. D-TOOLS MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM D-TOOLS, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
Limitation of Liability
YOU AGREE THAT D-TOOLS SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION OR DATA, OR OTHER TANGIBLE OR INTANGIBLE LOSSES ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF D-TOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL D-TOOLS’ ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.
UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ACTIVITIES OF THIRD PARTIES, INCLUDING ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, THEFT OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR TO YOUR ACCOUNT OR THE INFORMATION CONTAINED IN YOUR ACCOUNT, INCLUDING ANY PERSONAL OR CONFIDENTIAL INFORMATION.
You agree to indemnify and hold harmless D-Tools, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims that You have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of these Terms, or any other claim related to Your use of the Services, except where such use is expressly authorized by D-Tools.
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California, governed by California law, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, D-Tools may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
Outages, Suspension, and Termination
D-Tools will attempt to provide continuous availability and access to the Services. In the event that we are unable to provide access for reasons beyond our control, we will communicate with You the reasons for the outage and expected duration of the outage. While we will make commercially reasonable attempts to backup all customer data, in the event of recovery from disaster, You may have to reconfigure the Services to get it back to the state it was in before any outage. We strongly recommend that You continuously backup all of Your data. You acknowledge that there are risks inherent in internet connectivity that could result in the loss of your privacy, confidential information, and property.
In addition to our right to suspend and/or terminate Your user account for the reasons otherwise stated in these Terms, we may immediately suspend Your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to email@example.com within thirty (30) days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty (30) days. We will also terminate Your user account upon Your request.
In addition, we reserve the right (a) to terminate Your user account upon thirty (30) days’ notice and deny the Services upon reasonable belief that You have violated these Terms and (b) to terminate Your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service.
You have the right to terminate Your user account upon thirty (30) days’ notice if D-Tools breaches its obligations under these Terms, and in such event, You will be entitled to prorated refund of any prepaid fees.
Termination of user account may include denial of access to all Services, deletion of all information in Your user account such as Your email address and password and/or deletion of all data in Your user account. We will provide You reasonable prior notice of such deletion.
All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity, and limitations of liability.
These Terms constitute the entire agreement between D-Tools and You concerning the subject matter hereof, and they may only be modified by a written amendment signed by You and D-Tools, or by the posting by D-Tools of a revised version.
If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. Each part of these Terms shall be considered severable. A waiver by You or D-Tools of any of these Terms or any breach hereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
You may assign your rights under these Terms to any party that consents to, and agrees to be bound by, these Terms. D-Tools may assign its rights hereunder without condition. These Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
END OF TERMS OF SERVICE
If You have any questions or concerns regarding these Terms, please contact us at firstname.lastname@example.org.