This license applies to the dbt Product. Source Code for dbt Core is available at github.com/dbt-labs/dbt-core under the Apache 2.0 license agreement. Additional license information can be found in our FAQ at https://www.getdbt.com/licenses-faq.
dbt Product Licensing Agreement
BY DOWNLOADING AND/OR USING THE PRODUCT AS DEFINED BELOW, YOU AGREE TO THIS AGREEMENT. This dbt Product Licensing Agreement (“Agreement”) is between dbt Labs, LLC (“Provider”) and the party (“User”) using the the dbt Fusion engine (or similar successor product) and its associated Documentation (“Product”) identified below. If you are agreeing on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and every reference to “User” hereinafter shall be deemed to refer to such organization. The Effective Date hereof is the date of the first use or download of the Product by User. IF USER DOES NOT ACCEPT THIS AGREEMENT, THEN USER MAY NOT USE THE PRODUCT.
1. Definitions.
Capitalized terms shall have the meanings defined herein.
“Documentation” means the Product documentation made available by Provider on Provider’s website at docs.getdbt.com, as may be updated from time to time.
“End User” means clients or other third parties authorized by the User who use the Product in connection with User’s products and/or services.
“Account Feature” means any feature, including those that utilize or access generative artificial intelligence and/or large language models, that is made available by Provider through the Product when an account is created for a User, as well as any updates thereto. Provider may determine, in its sole discretion, which features of the Product are Account Features.
2. Provision of the Product; Ownership.
2.1 License to Product. Subject to User’s compliance with the Agreement, Provider grants User a limited, non-exclusive, non-transferable, non-sublicensable license for User to (i) download, install, run, and use the Product; and if applicable, (ii) redistribute the Product to third parties, observing the restrictions in Sections 3 and 4.
2.2 IP Ownership. This Agreement does not transfer to User any Provider or third party intellectual property rights. As between Provider and User, Provider owns all right, title, and interest in and to the Product (including any improvements, modifications, and enhancements thereto). All rights not expressly granted by Provider herein are reserved.
2.3 Data Collection. The Product may collect and send to Provider information about User and User’s use of the Product. Provider may use this information to enforce this Agreement and to provide, support, and improve the Product and Provider’s products and services. User may opt-out of certain information collection scenarios as described at https://docs.getdbt.com/docs/fusion/fusion-networking. User can learn more about such data practices in Provider’s Privacy Policy at https://www.getdbt.com/cloud/privacy-policy. User’s use of the Product operates as User’s consent to these practices. In the event any User data includes personal data, Provider will process such information in accordance with its Data Processing Agreement available at https://www.getdbt.com/dbt-assets/cloud/dpa.
3. User Responsibilities; Restrictions.
3.1 User Responsibilities. User is fully responsible for all activity that occurs pursuant to its use of the Product, regardless of whether undertaken by User, its employees, or a third party (including End Users, contractors, or agents).
3.2 Use Restrictions.
With respect to the use of the Product, User shall not, and shall not permit or encourage any third party to:
- in whole or in part, reverse-engineer, decompile, disassemble, or attempt to discern or derive the source code;
- attempt to or interfere with, disable, or circumvent any access control functionalities, (including gating, license or entitlement validation, or User login, or any functionality that causes the Product to interact with the online services of Provider);
- remove, alter, or obscure Provider’s proprietary rights notices or restrictive legends (including copyright, patent, and trademark notices and symbols);
- use the Product in any way that is in breach of applicable laws.
Provider may terminate this Agreement if User has materially breached this Agreement and fails to cure such breach within 30 days of receiving written notice thereof, or immediately terminate if such material breach is incapable of cure. Upon termination of this Agreement, all licenses contained in this Agreement will automatically terminate and User shall discontinue all use of the Product (and communicate such termination to End Users, if applicable).
3.3 Account Feature Access. User understands and agrees that User and any End User must create an account with Provider using a verified email address to access and use the Account Features. Such access and use will be governed by separate terms, and not by this Agreement.
4. Redistribution
The following only applies if User makes the Product available to End User(s) (e.g., by embedding the Product into User’s own product, then making available such product to third parties), whether via on-premises download or via online access.
4.1. User acknowledges that the Product’s access to and interaction with Account Features is substantial consideration for granting the rights in this Agreement. User must ensure that User’s integration of the Product preserves the End User’s ability to freely access the Provider’s products and services including, but not limited to, the Product, account creation and End User login, as well as provision of support services by Provider, all in accordance with the Documentation. Upon Provider's request, User must facilitate in good faith Provider's reasonable requests for communication between Provider and End User(s), in such a manner that preserves the End User’s user experience for interacting with the Product. Without limiting the foregoing, User must not obstruct, block or introduce obstacles or delays that have the effect of hampering or interfering with (a) communication between Provider and End User, (b) User’s ability to view, access, or use the Product and/or any Account Features, or (c) delaying the Product from sending telemetry data to Provider. User may not share, pool, or relay its own login credentials to any End User and is solely responsible for ensuring its redistribution complies with this Agreement and any applicable law.
4.2 Provider Name. While this Agreement is in effect, User may make reasonable use of Provider name and logos in connection with permitting access to the Product by End Users to the extent that User complies with Provider's Trademark Policy and Brand Guidelines at these links: https://www.getdbt.com/dbt-assets/dbt-trademark-guidelines (Trademark Policy) and https://www.getdbt.com/brand-guidelines (Brand Guidelines) (or such successive links as may be provided to User after the Effective Date hereof) and cooperates with any written instructions provided by Provider.
5. Feedback.
Upon User submitting any suggestions, proposals, ideas, recommendations, or other feedback regarding the Product, User grants to Provider a royalty-free, fully paid, sublicensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, and otherwise utilize such feedback without attribution, compensation, or restriction. These rights survive this Agreement.
6. Disclaimer; Third Party Products.
6.1 Warranty Disclaimer. USE OF THE PRODUCT IS AT USER’S SOLE RISK AND THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT ANY THIRD PARTY COMPONENTS OR PRODUCTS.
6.2 Third Party Components and Products. The Product may include third party products or components with separate legal notices or governed by other agreements, as may be described in the ThirdPartyNotices file accompanying the Product. In addition, User’s access and use of any third party product or component in connection with the Product shall be subject solely to the corresponding third party’s license or terms, as applicable. To the extent any such terms for a specific third party component prohibit the limitations in this Agreement, such limitations will not apply to such component. Provider shall have no liability of any kind arising from or related to User’s (including its End Users’) access to, use of, or inability to use any third party product or component.
7. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFITS, BUSINESS OPPORTUNITY, ANTICIPATED GOODWILL, REVENUE, DATA OR DATA USE, WHETHER FORESEEABLE OR NOT AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $10.00.
8. Miscellaneous.
8.1 Trade Laws. User agrees to comply with, and, if applicable, shall not permit End Users to access or use the Product in violation of international export controls and economic and trade sanctions laws and regulations (collectively, “Trade Laws”). Without limiting the foregoing, User represents that it and its End Users (a) will not access the Product from a country or territory that is itself the subject or target of trade or economic sanctions (a “Sanctioned Country”).
8.2. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any legal action relating to this Agreement must be brought in the courts in San Francisco, California. The parties hereby accept generally and unconditionally the jurisdiction, resolution method, and venue noted above. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees.
8.3 Entire Agreement; No Waiver; Severability. This Agreement constitutes the entire agreement between User and Provider concerning the Product. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.
8.4 No Third Party Beneficiaries or Joint Relationship. Nothing in this Agreement shall confer, or is intended to confer, on any third party any benefit or the right to enforce any term of this Agreement, and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.