Terms of Service (Enterprise)
Updated July 30, 2021.
BY EXECUTING AN ORDER FORM WITH DBT LABS THAT REFERENCES THESE TERMS OF SERVICE (“TERMS”) AND/OR USING PRODUCTS OR SERVICES PROVIDED BY DBT LABS, YOU AGREE TO AND ACCEPT THESE TERMS. THE INDIVIDUAL EXECUTING THE ORDER FORM ON BEHALF OF CLIENT REPRESENTS THAT THEY HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF CLIENT. IF CLIENT DOES NOT ACCEPT THESE TERMS, THEN IT MAY NOT USE THE PRODUCTS OR SERVICES PROVIDED BY DBT LABS. AS USED IN THESE TERMS, “YOU” OR “CLIENT” MEANS YOU AND THE LEGAL ENTITY ON WHOSE BEHALF YOU ARE ENTERING INTO THESE TERMS AND “DBT LABS” MEANS DBT LABS, INC., A DELAWARE, USA CORPORATION.
1. NATURE OF AGREEMENT.
1.1 Ordering. The Agreement applies to dbt Labs products and services (and resulting deliverables) that you purchase or otherwise acquire the right to access or use, which may include software, Subscriptions, Professional Services, Training Services, access to dbt Labs Platforms and other offerings of dbt Labs (collectively, “Services”). Affiliates of either party may conduct business under the Agreement by signing an Order Form that references these Terms and may include additional terms relating to local requirements or other transaction details in the “Additional Order Terms” section of the Order Form.
1.2 Structure. The Agreement consists of two components: (1) these Terms and (2) each Order Form.
1.3 Order of Precedence. To the extent of any direct conflict between these Terms and any te”rm contained in an Order Form, the terms of the Order Form shall govern. Any amendment to this Agreement or an Order Form must be in writing and executed by both parties. Other than the Order Form, no term included in any confirmation, acceptance, written or oral communication or any other similar document in connection with the Services will modify these Terms or have any force or effect whatsoever.
The Agreement commences at the start of the first Order Term and continues until the Agreement is terminated in accordance with Section 4 below, expiration or termination of all Order Forms (the “Term”). Unless otherwise agreed to in a signed writing, each Order Term commences at the earlier of (a) your first use of the Services or (b) the effective date contained in the Order Form, and, in each case, ends at the expiration of the Order Term unless sooner terminated as set forth below. Unless otherwise agreed to in an Order Form or terminated earlier in accordance with the terms herein, Order Terms are 12 months in length. Any Services that you order may only be used during the applicable Order Term and any Services unused during such Order Term will expire. If an Order Form indicates that an Order Term automatically renews, either party may end the renewal Order Term by providing written notice of its desire not to renew the Order Term at least thirty (30) days before the end of the then-current Order Term. Any automatically renewing Order Term may include a platform pricing change for which 30 days’ notice will be given.
3. FEES; PAYMENT.
3.1 Fees. Fees are determined by counting the Units associated with the applicable Services. You agree to order and pay for the appropriate type and quantity of Services based on the Units set forth in the Order Form, and all additional Units used or deployed. In the event of any Overages, dbt Labs reserves the right to charge at its then current market-rates.
3.2 Payment. You shall pay Fees and expenses as set forth in the Order Form without any withholding or deduction. Unless otherwise specified in the Order Form, payment is due upon your receipt of the applicable invoice. For purchases of a set number of hours of Professional Services, you shall pay the associated Professional Services Fees and any applicable Taxes in advance in full; and for purchases of Professional Services of a recurring nature, you shall pay the associated Professional Services Fees and any applicable Taxes in advance on the same periodic basis that we invoice you the Fees for the Subscription to which the Professional Services relate. All payments and amounts are in USD. Payments that are past due shall accrue interest at the lesser of one and one half percent (1.5%) per month, or the maximum rate permitted by applicable law. All Fees, expenses and other amounts paid under the Agreement are non-refundable. dbt Labs may suspend the Services immediately if any undisputed payment due is over thirty (30) days past due, and such failure to pay will be considered a material breach of the Agreement. dbt Labs will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Services are suspended for non-payment, a re-activation fee may be charged to reinstate them. Client will promptly reimburse dbt Labs for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees they incur, to the extent necessitated by Client’s refusal to pay amounts that are not being disputed in good faith. We may use a third party to process payments and you hereby consent to the disclosure of your Billing Information to such third party.
3.3 Taxes. If you are required to withhold or deduct any Taxes from Fees or expenses, then you agree to increase the amount payable to dbt Labs by the amount of such Taxes so that dbt Labs receives the full amount of all Fees and expenses. If we are required to pay Taxes on your behalf, we shall invoice you for such Taxes, and you shall reimburse us for such amounts in accordance with this Section 3.3. You hereby agree to defend, indemnify, and hold harmless us and our officers, directors, managers, employees, and agents from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any Taxes and related costs, interest, and penalties paid or payable by us on your behalf. For the avoidance of doubt, we shall be responsible for any taxes related to our income, property, franchise, or employees.
4.1 Termination. Either party may terminate the Agreement (in whole or with respect to any Order Form) by notice to the other party if (a) the other party materially breaches the Agreement and does not cure the breach within thirty (30) days after written notice (except in the case of a breach of Section 8, in which case no cure period will apply) or (b) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, dbt Labs may, at its option and without limiting its other remedies, suspend (rather than terminate) any Services if you breach this Agreement (including with respect to payment of Fees) until the breach is remedied to the reasonable satisfaction of dbt Labs.
4.2 Effect of Termination; Survival. The termination or suspension of an individual Order Form for any Services will not terminate or suspend any other Order Form unless specified in the notice of termination or suspension. If any Agreement or Order Form is terminated, you agree to pay for all Units described in the Order Form, and all additional Units that you used or deployed or that were provided by dbt Labs up to the effective date of termination. Upon termination, all rights and obligations of the parties under the Agreement will automatically terminate except for any right of action occurring prior to termination, payment obligations and obligations that are intended to survive termination.
5. REPRESENTATIONS AND WARRANTIES.
5.1 Representations. dbt Labs represents and warrants that: (i) it has the authority to enter into the Agreement, (ii) the Professional Services will be performed in a professional and workmanlike manner by qualified personnel, (iii) to its knowledge, the Services do not, at the time of delivery to Client, include malicious mechanisms or code for the purpose of damaging or corrupting Client’s systems, (iv) the Services will comply in all material respects with laws applicable to dbt Labs as the provider of the Services, and (v) the Services, when properly utilized by Client in accordance with the terms of the Agreement, do not and will not infringe, violate, or misappropriate the intellectual property rights of any third party. A description of the Services may be provided separately from the Agreement, upon request, however, the only representations and warranties provided by dbt Labs are those explicitly described in this Section 5.1. Certain Subscriptions will be provided at the levels specified in the Service Level Agreement attached to the Order Form, and Client’s sole and exclusive remedy with respect to such service levels, as well as any interruption, suspension, failure, defect, impairment or inadequacy of the Service, is specified in the Service Level Agreement.
Client represents and warrants that: (i) it has the authority to enter into the Agreement, (ii) its use of Services will comply in all material respects with all applicable laws, the terms of the Agreement, documentation and any other written instructions provided by dbt Labs, (iii) Client’s Data contains no Prohibited Content, and (iv) Client has the right to provide us the Data in accordance with the Agreement and applicable law.
5.2 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF DEALING OR USAGE OF TRADE. DBT LABS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR FREE, ACCURATE OR COMPLETE OR COMPLY WITH REGULATORY REQUIREMENTS, OR THAT DBT LABS WILL CORRECT ALL ERRORS. IN THE EVENT OF A BREACH OF THE WARRANTIES SET FORTH IN SECTION 5.1, AND EXCEPT AS OTHERWISE SPECIFIED IN SECTION 5.1, CLIENT’S SOLE AND EXCLUSIVE REMEDY, AND DBT LABS’ ENTIRE LIABILITY, WILL BE THE RE-PERFORMANCE OR REDELIVERY OF THE DEFICIENT DBT LABS SERVICE, OR, IF DBT LABS CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, TERMINATION OF THE RELEVANT DBT LABS SERVICE, IN WHICH CASE YOU MAY RECEIVE A PRO RATA REFUND OF THE FEES PAID FOR THE DEFICIENT SERVICES AS OF THE EFFECTIVE DATE OF TERMINATION.
6. CLIENT ACCOUNT. Client and its Authorized Users may be required to create an Account to access certain Services. Client agrees to provide accurate, complete, and updated information for the Account. Client may not access or create multiple accounts in a manner that is intended to avoid, or has the effect of avoiding, payment of Fees or circumventing thresholds or Account Parameters or otherwise in a manner intended to violate the Agreement. Client is solely responsible for all activities in connection with its Account and will notify dbt Labs promptly if it becomes aware of any unauthorized use of any Account. Client’s use of and access to the Services may also be subject to the Additional Order Terms applicable to the Services.
8. CONFIDENTIALITY. The Recipient will: (a) protect the confidentiality of the Discloser’s Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care; (b) not use any of the Discloser’s Confidential Information for any purpose outside the scope of the Agreement; and (c) not disclose the Discloser’s Confidential Information to any party other than its employees, contractors, advisors and agents who are bound by obligations of confidentiality as restrictive as those set forth in the Agreement. Upon the written request of the Discloser, the Recipient will promptly return or destroy all Confidential Information, except for Confidential Information stored in routine back-up media and not accessible in the ordinary course of business. If the Recipient is legally compelled to disclose any of the Discloser’s Confidential Information, the Recipient will, to the extent permitted by applicable law, provide the Discloser prompt prior written notice of such requirement so that the Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Discloser waives compliance with the provisions of this Section, the Recipient may furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and will use its commercially reasonable efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
9. INTELLECTUAL PROPERTY; FEEDBACK; DATA.
9.2 License Grant. Subject to the terms and conditions of this Agreement, for each Order Form entered into between the parties, dbt Labs grants to Client a non-exclusive, non-transferable, non-sublicensable license during the applicable Order Term to use the use or access the Services included in such Order Form. Except for the limited licenses granted hereunder, dbt Labs reserves all rights not expressly granted.
9.3 Ownership. Client acknowledges that all right, title and interest in and to the Services, including any deliverables, and all patents, copyrights, trade secrets, trademarks and other proprietary rights embodied therein are and shall remain with dbt Labs or its third party licensors. Client acknowledges that no other rights are conveyed except for the limited licenses expressly granted under the Agreement with respect to the Services.. dbt Labs may collect and use for any purpose aggregate anonymous benchmark data about your use of the Services, and reserves all rights therein.
9.4 Non-exclusivity; Open Source. Nothing in the Agreement will limit dbt Labs from providing software, materials or services for itself or other Clients, irrespective of the possible similarity of such software, materials or services to those that might be delivered to Client. Client acknowledges and agrees that the Services may contain or be provided with components that are subject to the terms and conditions of “open source” software licenses (“Open Source Software”). To the extent required by any such Open Source Software terms, the terms of such license will apply in lieu of the terms of the Agreement with respect to such Open Source Software, including without limitation, any provisions governing attribution, access to source code, modification and reverse-engineering.
9.5 Feedback. Client may be asked to voluntarily provide dbt Labs with Feedback in connection with the Services, but has no obligation to do so. If Client chooses to do so, dbt Labs may use Feedback for any purpose, including incorporating the Feedback into, or using the Feedback to develop and improve the Services and other dbt Labs products or services without attribution or compensation. Client grants to dbt Labs a perpetual and irrevocable license to use all Feedback for any purpose.
9.6 Sensitive Personal Information. Client agrees to remove or anonymize all Sensitive Personal Information before transferring or providing access to Data to dbt Labs. dbt Labs will not have any liability that may result from disclosure of such information to dbt Labs.
9.7 Data Security. dbt Labs shall employ commercially reasonable physical, administrative, and technical safeguards to secure Data from unauthorized use or disclosure. Some of the Data may be subject to governmental regulation or otherwise may require security measures beyond those set forth herein. Unless dbt Labs has first agreed in writing to provide such additional required security measures, dbt Labs shall have no obligation to do so or any liability in connection therewith.
10. USAGE; COMPLIANCE VERIFICATION.
10.1 Restrictions on Use. Client will not (and will not authorize, permit, or encourage any third party to), directly or indirectly:
a. allow anyone other than Authorized Users to access and use the Services;
b. reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services;
c. modify, adapt, or translate the Services;
d. make any copies of the Services;
e. resell, distribute, or sublicense the Services without our prior written permission in each instance, which dbt Labs may withhold in its sole and absolute discretion;
f. remove or modify any proprietary marking or restrictive legends placed on the Services;
g. use the Services to harass others or to build a competitive product or service;
h. violate any applicable law or regulation in connection with your use of the Services;
i. introduce, post, upload, transmit, or otherwise make Destructive Elements available to or from the dbt Labs Platforms; or
j. access or use the Services for any purpose not specifically permitted in the Agreement.
10.2 Onboarding of Authorized Users. Authorized Users must log in to use the Services. During the initial registration, Authorized Users will be prompted to create an Account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating the Authorized Users’ identity when they log-in in the future (“Unique Identifiers”). When creating the Account, Authorized Users must provide true, accurate, current, and complete information. Client is solely responsible for the confidentiality and use of Authorized Users’ Sign-In Names, Passwords, and Unique Identifiers, as well as for any use, misuse, or communications entered while using the Services. Client will promptly inform dbt Labs of any need to deactivate a Password or Sign-In Name or change any Unique Identifier. dbt Labs reserves the right to delete or change Authorized Users’ Passwords, Sign-In Names, or Unique Identifiers at any time and for any reason, with or without notice. dbt Labs will not be liable for any loss or damage caused by any unauthorized use of an Authorized User’s Account.
10.3 Compliance. dbt Labs has the right, but not the obligation, to monitor Client’s compliance with the applicable Account Parameters and the other provisions of the Agreement. If any such monitoring reveals that Client have exceeded any Account Parameters or other usage limitations, then Client will remedy any such non-compliance within five (5) business days of receiving notice from dbt Labs, including, if applicable, through the payment of additional Subscription Fees, which dbt Labs may automatically charge and process in accordance with Section 3. During the term of the Agreement and for one year thereafter, up to one time per Order Term, dbt Labs or its designee, acting in accordance with Section 8, may inspect your records to verify your compliance with the Agreement. You agree to (a) respond promptly to requests for information, documents and/or records, (b) grant appropriate access in order to verify your compliance and (c) reasonably cooperate in connection with any such verification. If dbt Labs notifies you of any noncompliance or underpayment, then you will resolve the non-compliance and/or underpayment within fifteen (15) days from the date of notice.
11. INDEMNIFICATION; WAIVER OF CERTAIN DAMAGES; LIMITATION OF LIABILITY.
11.1 dbt Labs Indemnity. dbt Labs will, at its expense, indemnify, defend and hold harmless Client and its Affiliates and their respective officers, directors, managers, employees, agents and representatives from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”), to the extent such Claims arise out of or relate to (i) dbt Labs’ breach of a representation, warranty, or covenant contained in Section 5.1, or (ii) a claim that the Services provided by dbt Labs infringes or misappropriates a third party’s intellectual property rights. Notwithstanding the above, dbt Labs shall not be liable for any Claims to the extent arising out of (i) modification of the Services made by any party other than dbt Labs or modifications made by dbt Labs at the request of Client, (ii) use of the Services for anything other than the intended purpose, and (iii) combination of the Services with any other products.
11.2 Client Indemnity. Client will, at its expense, indemnify, defend and hold harmless dbt Labs and its Affiliates and their respective officers, directors, managers, employees, agents and representatives from and against any and all Claims to the extent such Claims arise out of or relate to: (i) any act or omission of Client or its personnel under or relating to this Agreement, (ii) Client’s breach of any representation, warranty, or covenant contained in this Agreement or, (iii) Data, information or materials provided by or on behalf of Client (“Client Materials”) that infringes on or violates a third party’s intellectual property or privacy rights. Notwithstanding the above, Client shall not be liable for any Claims to the extent arising out of (i) unauthorized modification of Client Materials by dbt Labs, (ii) use of Client Materials for anything other than the intended purpose, and (iii) combination of Client Materials with any other data, information, or materials.
11.3 Process. The party(ies) seeking indemnification pursuant to this Section 11 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party, without the Indemnified Parties’ prior written consent, (a) will not enter into any settlement that (i) includes any admission of guilt or wrongdoing by any Indemnified Party, (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 11, (iii) imposes any non-monetary obligations on any Indemnified Party, and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable law.
11.4 Infringement Remedy. In addition to dbt Labs’ obligations under Section 11.1, if the Services are held, or in dbt Labs’ opinion is likely to be held, to infringe, misappropriate or violate any intellectual property rights of a third party, or, if based on any claimed infringement, misappropriation or violation of a third party’s intellectual property rights, an injunction is obtained, or in dbt Labs’ opinion an injunction is likely to be obtained, that would prohibit or interfere with Client’s use of the Services under the Agreement, then dbt Labs will at its discretion and expense either: (a) procure for Client the right to continue using the affected Service in accordance with the license granted under the Agreement; or (b) modify or replace the affected Services so that the modified or replacement Services are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party intellectual property rights. If, in such circumstances, dbt Labs does not successfully accomplish any of the foregoing actions on a commercially reasonable basis, either party may terminate the Agreement.
11.5 WAIVER OF CERTAIN DAMAGES. EXCEPT FOR CLIENT’S FAILURE TO PAY ANY AMOUNTS DUE AND OWING AND EACH PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ITS AFFILIATES, WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOST OR DAMAGED DATA, LOST PROFITS, LOST SAVINGS OR BUSINESS OR SERVICE INTERRUPTION, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.6 LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH EACH PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATION FOR INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY WITH RESPECT TO ANY CLAIM RELATING TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES OWED TO DBT LABS WITH RESPECT TO THE PARTICULAR SERVICES GIVING RISE TO LIABILITY UNDER THE MOST APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM. EACH PARTY AGREES THAT THE FOREGOING IS AN AGREED ALLOCATION OF RISK AND IS A REFLECTION OF THE RIGHTS AND OBLIGATIONS AGREED UPON BY CLIENT AND DBT LABS IN THESE TERMS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY.
12.2 European Economic Area. If Client resides in or is a legal entity established in, or any of the Data contains the personal data of individuals in, the European Economic Area, dbt Labs will process any personal data Client submits when Client uses the Service in accordance with the dbt Cloud Data Protection Addendum, which is being executed simultaneously with the Agreement and which will be supplemental to the Agreement.
13. GOVERNING LAW AND CLAIMS; JURY WAIVER. The Agreement, and any claim, controversy or dispute arising from or related to the Agreement, are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflicts of laws provisions. To the extent permissible, the United Nations Convention on Contracts for the International Sale of Goods will not apply, even if adopted as part of the laws of the Commonwealth of Pennsylvania. Any claim, suit, action or proceeding arising out of or relating to the Agreement or its subject matter will be brought exclusively in the state or federal courts of Philadelphia County, Pennsylvania, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts in connection with the Agreement. No claim or action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one (1) year after the party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted by applicable law, each party waives the right to trial by jury in any legal proceeding arising out of or relating to the Agreement or the transactions contemplated hereby.
14.1 Status of Parties; No Third Party Beneficiaries. The parties are independent contractors, and nothing in the Agreement creates an employment, partnership, agency or similar relationship between the parties or any Affiliate. Each party is solely responsible for the supervision, control and payment of its personnel. dbt Labs may subcontract Services to third parties or Affiliates as long as (a) subcontractors agree to protect Confidential Information and (b) dbt Labs remains responsible to you for the performance of its obligations hereunder. The Agreement is binding on the parties to the Agreement and, other than as expressly provided in the Agreement, nothing in the Agreement grants any other person or entity any right, benefit or remedy.
14.2 Assignment. Neither party may assign or otherwise transfer the Agreement, in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may, upon written notice to the other party, assign the Agreement to a successor or acquirer pursuant to a merger or sale of all or substantially all of its assets. Any assignment prohibited by the Agreement will be deemed void and ineffective. Subject to the foregoing, the Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
14.3 Notices. Notices must be in English, in writing and will be deemed given upon receipt, after being sent using a method that provides for confirmation of delivery (including through an automated receipt or by electronic log) to the postal address(es) or email address provided by a party. Notice addresses for Client will be as provided on each Order Form. Billing notices will be addressed to the billing contact designated on each Order Form.
14.4 Waiver. A waiver by a party under the Agreement is only valid if in writing and signed by an authorized representative of the waiving party. A delay or failure of a party to exercise any rights under the Agreement will not constitute or be deemed a waiver or forfeiture of such rights.
14.5 Force Majeure. Neither party is responsible for non-performance or delay in performance of its obligations (other than with regards to payment by Client) under the Agreement due to force majeure events beyond its reasonable control, including acts of government, floods, fires, earthquakes, civil unrest, acts of terror, epidemics, quarantine restrictions, strikes or other labor disruptions, internet or service provider failures, or denial of service attacks.
14.6 Insurance. During the term of the Agreement and for at least one year thereafter, dbt Labs shall maintain the following levels of insurance coverage:
- $5,000,000 in a combination of commercial liability and excess umbrella liability coverage.
- $5,000,000 in professional liability / E&O coverage.
- $5,000,000 in cyber liability coverage.
14.7 Complete Agreement; Severability. The Agreement represents the complete agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and proposals, whether written or oral, with respect to such subject matter. Any terms contained in any other documentation that you deliver to dbt Labs, including any purchase order or other order-related document (other than an Order Form), are void and will not become part of the Agreement or otherwise bind the parties. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement will remain in effect to the greatest extent permitted by law.
14.8 Counterparts. The Agreement may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same document. The parties may exchange signature pages by email or electronic signature process and such signatures will be effective to bind the parties to the Agreement.
14.9 Marketing. Each party may use the other party’s name, trademarks, and logos to refer publicly to the other, as a customer/vendor of the other solely in connection with the products or Services and only during the Term.
15. DEFINED TERMS.
“Account” means an account that enables you to access and use certain Services and may include one or more usernames and passwords or other means of access designated by dbt Labs from time to time.
“Account Parameters” means the parameters within which Client and its Authorized Users may access and use the Services as set forth in the applicable Order Form.
“Additional Order Terms” means any additional terms referenced in an Order Form with respect to a particular Service.
“Affiliate” means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a party, where “control” is the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
“Agreement” shall refer to, collectively, these Terms and any applicable Order Form.
“Authorized User” means any of Client’s current employees, consultants, or agents whom Client authorizes to access and use the Services pursuant to the terms and conditions of the Agreement; provided, however, that any consultants’ or agents’ access or use of the Services shall be limited to the extent necessary in connection with their provision of services to Client. Client is responsible for the acts and omissions of its Authorized Users and any other person who accesses or uses the Services using any of Client’s or their Authorized Users’ access credentials.
“Billing Information” means any of Client’s or its customers’ billing information, including, without limitation, bank account numbers, credit card or debit card numbers, account details, ACH information, and similar data.
“Confidential Information” means information disclosed by the Discloser to the Recipient during the term of the Agreement that (i) is marked confidential; (ii) if disclosed orally, is clearly described as confidential at the time of disclosure and is subsequently set forth in writing, marked confidential, and sent to the Recipient within thirty (30) days following the oral disclosure; or (iii) is of a nature that the Recipient knows is confidential to the Discloser or could reasonably be expected to know is confidential. Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Recipient; (b) is documented as being known to the Recipient prior to its disclosure by the Discloser; (c) is independently developed by the Recipient without reference or access to the Confidential Information of the Discloser and is so documented; or (d) is obtained by the Recipient without restrictions on use or disclosure from a third party.
“Data” means: (i) any information or data that Client or its Authorized Users submit while using the Services; and (ii) any information data on the Servers that Client or its Authorized Users query, transform, process or otherwise access via the dbt Labs Platforms.
“dbt Labs Platforms” means dbt Labs websites, portals and/or hosted services included in, or provided in connection with, the Services.
“Derived Metadata” means data dbt Labs has derived from the Data that provides information about the content or structure of the Data but does not contain the Data itself.
“Destructive Elements” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the dbt Labs Platforms or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the dbt Labs Platforms to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operations.
“Discloser” means a party disclosing Confidential Information under the Agreement.
“Feedback” means any ideas, suggestions, proposals or other feedback that you may provide regarding Services.
“Fees” means the amounts to be paid by you to dbt Labs for the Services.
“Order Form” means dbt Labs’ standard ordering document or online form used to purchase Services.
“Order Term” means the period during which you are entitled by dbt Labs to use, receive access to or consume a particular Service pursuant to an Order Form.
“Overage” means any use of the Services in excess of the Account Parameters.
“Professional Services” means consulting services provided by dbt Labs.
“Prohibited Content” means content that: (i) is illegal under applicable law; (ii) contains Sensitive Personal Information; (iii) violates any third party’s intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iv) contains indecent or obscene material; (v) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (vi) promotes unlawful or illegal goods, services, or activities; (vii) contains false, misleading, or deceptive statements, depictions, or sales practices; (viii) contains Destructive Elements; or (ix) is otherwise objectionable to us in our sole, but reasonable, discretion.
“Recipient” means a party receiving Confidential Information under the Agreement.
“Sensitive Personal Information” means personal data, the loss of which would trigger a data breach notification requirement, and includes, but is not limited to, personally identifiable Billing Information, financial information, health information, or country identification number (e.g. Social Insurance Number, Social Security Number, National Identification Number or other governmentally-issued identification number such as driver’s license or passport number).
“Service Level Agreement” means the service level agreement attached to, or otherwise incorporated by reference into, a particular Order Form that defines the service levels for the Services ordered by Client.
“Subscription” means a time-bound Services offering, other than Professional Services.
“Taxes” means any form of taxation of whatever nature and by whatever authority imposed, including any interest, surcharges or penalties, arising from or relating to the Agreement or any Services, other than taxes based on the net income of dbt Labs.
“Training Services” means access to dbt Labs training courses, including online courses or in-person courses, as may be agreed by the parties from time to time.
“Unit” means the basis for determining Fees for certain quantities of Services as set forth in an Order Form.
Response time within 8 hours for support inquiries during support hours (8am - 8pm ET) (“Response Time SLA”)
Engineering diagnosis (or update of diagnosis progress) within 1 business day of escalation to an engineer (“Diagnosis SLA”)
Call back support upon request - If the agent or client determines the issue would be addressed faster with a conversation, a call can be arranged during normal support times (8am - 8pm ET)
Moderate breach of the SLA parameters:
Response is 1 - 6 hours past the Response Time SLA
Engineering diagnosis is 1 - 6 hours past the Diagnosis SLA
Refund of amount equal to 1% of total contract value for each minor impact
If 5 minor impacts occur in a calendar month, the client can terminate subscription and be refunded for amounts paid for the remainder of the term.
Major breach of the SLA parameters:
Response is 6+ hours past the Response Time SLA
Engineering diagnosis is 6+ hours past the Diagnosis SLA
Refund of amount equal to 1.5% of total contract value for each major impact
If 2 critical impacts occur in a calendar month, the client can terminate subscription and be refunded for amounts paid for the remainder of the term