University Partners Program Terms
Program Agreement
Please read through these dbt Labs University Partners Program Terms (the “Agreement”) between dbt Labs, Inc. (“dbt Labs”) and you (whether (a) an Educational Institution, or (b) a Qualified Member of an Educational Institution, each referred to as the “University Partner”, “You”, or “Your”). In order to join dbt Labs’ University Partners program (the “Program”), You will need to accept this Agreement. If You are entering into this Agreement on behalf of an Educational Institution, You represent that You have the legal authority to do so. If You are entering into this Agreement as a Qualified Member, You agree that Your use of the Educational Offerings (defined below) shall be limited to personal instructional use, for the Acceptable Purpose (defined below), in Your individual capacity and not on behalf of any Educational Institution. You warrant that Your acceptance of this Agreement in connection with the Program is in Your personal capacity and does not represent or authorize any dbt Labs commitments or obligations to or from any Educational Institution. We will use any information that You provide to us in connection with the Program in accordance with dbt Labs’ Privacy Policy. This Agreement is effective as of the date of University Partner’s countersignature or electronic acceptance (the “Effective Date”). dbt Labs and University Partner are each a “Party” and collectively the “Parties” under this Agreement.
1. Program Overview & Eligibility
1.1 PROGRAM OVERVIEW. This Agreement governs Your participation in the Program and Your use of dbt Labs’ resources, products, and services, including but not limited to, the Software, dbt Learn, Documentation, Program Materials, and any other products or services provided by dbt Labs to University Partner and/or Participating Students through the Program (collectively, the “Educational Offerings”).
1.2 PROGRAM DESCRIPTION. dbt Labs operates the Program to introduce Participating Students to modern analytics engineering practices through guided, hands-on educational experiences and supervised access to the Educational Offerings. The Program is designed to provide Participating Students with exposure to industry-standard tools and workflows and may include co-facilitated instructional sessions, hackathon-style workshops, self-paced learning pathways, pre- and post-program surveys, enablement activities for University Partner staff, and other educational programming as determined by dbt Labs in its discretion. The specific scope, format, and schedule of Program activities for each University Partner will be coordinated between the Parties’ respective designated contacts.
1.3 PROGRAM ELIGIBILITY. The Program is open to (a) Educational Institutions, and (b) Qualified Members of Educational Institutions, in each case who have been accepted by dbt Labs. dbt Labs reserves the right to accept, remove, or decline any applicant or University Partner from the Program at any time, for any reason or no reason, at its sole discretion.
1.4 EDUCATIONAL NATURE OF PROGRAM. The Parties acknowledge and agree that the Program is an educational enablement initiative only. The Program does not and shall not constitute: (i) an academic partnership, joint venture, or agency relationship; (ii) sponsored research or a joint research collaboration; (iii) an accredited curriculum, academic credit-bearing course, or degree-granting arrangement; (iv) a certification, professional training, or employment guarantee; or (v) an internship, apprenticeship, or work-study program. Neither Party shall have any right, power, or authority to create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party. University Partner retains sole authority over and responsibility for all academic instruction, grading, student evaluation, curriculum decisions, accreditation, and institutional supervision of Participating Students.
1.5 PILOT NATURE AND PROGRAM MODIFICATIONS. The Program is a pilot initiative. dbt Labs reserves the right to modify, enhance, restructure, suspend, or discontinue the Program or any component of the Educational Offerings at its discretion, upon reasonable prior notice to University Partner where practicable. dbt Labs shall have no liability to University Partner or any Participating Student arising from any such modification, suspension, or discontinuation.
1.6 NO AUTHORITY TO BIND. Neither University Partner nor any Participating Student shall have authority to bind dbt Labs, make representations on behalf of dbt Labs, or hold themselves out as agents, representatives, employees, or contractors of dbt Labs. Participating Students may voluntarily share their experiences with the Program or dbt Labs’ Educational Offerings in academic or professional contexts; however, in doing so, Participating Students act independently and entirely on their own behalf.
2. Responsibilities of the Parties
2.1 DBT LABS RESPONSIBILITIES. dbt Labs shall make the Educational Offerings reasonably available to University Partner and Participating Students for Program participation. dbt Labs may provide enablement support and training resources to designated University Partner personnel who will facilitate or support Program activities. dbt Labs may co-facilitate instructional sessions, workshops, or hackathon-style events in coordination with University Partner. dbt Labs may administer pre- and post-Program surveys, evaluations, or other instruments designed to assess Program effectiveness and learning outcomes. dbt Labs retains sole discretion over the format, substance, timing, and delivery method of the Educational Offerings and all other aspects of the Program.
2.2 UNIVERSITY PARTNER RESPONSIBILITIES. University Partner shall: (i) identify and recruit eligible Participating Students in accordance with Section 4.1; (ii) designate a primary institutional point of contact for coordination with dbt Labs; (iii) provide suitable physical facilities, technology infrastructure, and videoconferencing capabilities necessary for Program activities, at University’s sole expense; (iv) promote the Program through appropriate institutional channels to eligible students; (v) support the onboarding of Participating Students to the Educational Offerings and encourage completion of Program activities; (vi) provide reasonable cooperation in Program delivery, scheduling, and logistics; and (vii) share feedback on Program effectiveness and student outcome data as reasonably requested by dbt Labs.
2.3 NO STUDENT SUPERVISION BY DBT LABS. University Partner acknowledges and agrees that dbt Labs does not supervise, manage, instruct, evaluate, grade, or assume any duty of care with respect to Participating Students. dbt Labs is not responsible for student conduct, physical safety, mental health, accessibility accommodations, or compliance with University Partner’s institutional policies, codes of conduct, or applicable educational regulations. University Partner shall not represent or imply to any Participating Student, faculty member, or third party that dbt Labs bears any such responsibility.
2.4 NO SUPPORT. The Educational Offerings shall be provided without support and dbt Labs shall have no obligation to render any technical support, maintenance, or error correction services in connection with the Program.
3. Acceptable Purpose
3.1 SCOPE OF GRANT. Subject to the terms of this Agreement and the Program, dbt Labs grants University Partner a non-exclusive, limited, revocable, worldwide, non-sublicensable and non-transferable right for University Partner to use the Educational Offerings solely for: (a) Instructional Use, and/or (b) Non-Commercial Academic Research (the “Acceptable Purpose”).
3.2 UNIVERSITY PARTNER RESTRICTIONS. University Partner shall only be entitled to participate in the Program provided that it (1) uses the Educational Offerings only for the Acceptable Purpose, and (2) either (a) remains an accredited Educational Institution, or (b) if University Partner is a Qualified Member, remains affiliated with an accredited Educational Institution. If at any time, at dbt Labs’s sole discretion, University Partner no longer meets the requirements to participate in the Program, or violates this Agreement, dbt Labs shall provide thirty (30) days written notice to University Partner of its finding(s), and this Agreement and University Partner’s ability to participate in the Program shall terminate.
3.3 ADDITIONAL RESTRICTIONS ON USE. In accessing and using the Educational Offerings, University Partner agrees not to (and not to authorize any third party to): (a) use the Educational Offerings except for the Acceptable Purpose; (b) modify or create any derivative works of the Educational Offerings; (c) take any action that would subject the Educational Offerings to any third party terms; (d) copy, distribute, sell, sublicense, rent or lease the Educational Offerings, including any access key provided by dbt Labs, or use such items for hosting, service provider or similar purposes; (e) access the Educational Offerings for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the Software; or (f) violate the terms of this Agreement or the Program.
3.4 EFFECTS OF VIOLATION. If University Partner and/or Participating Student use the Educational Offerings for any purpose other than the Acceptable Purpose, University Partner and/or Participating Student may have their access to the Educational Offerings and/or Program revoked immediately at dbt Labs’ sole discretion.
3.5 COMMUNITY SOFTWARE. Portions of the Educational Offerings are governed by underlying open source licenses as described at https://docs.getdbt.com/community/resources/oss-sa-projects, including but not limited to the Community Software. This Agreement establishes the rights and obligations associated with the Educational Offerings pursuant to the Program and is not intended to limit University Partner’s right to software code under the terms of an open-source license.
4. Participating Students
4.1 RESPONSIBILITY FOR PARTICIPATING STUDENTS. University Partner acknowledges and agrees that it is solely responsible for all aspects of Participating Students’ involvement in the Program. University Partner shall ensure that each Participating Student: (i) is validly enrolled at or formally affiliated with University Partner at the time of participation; (ii) satisfies all applicable age and legal eligibility requirements, including minimum age requirements under applicable law and the Terms of Use; (iii) participates voluntarily and not under academic compulsion; (iv) complies with all applicable laws, regulations, institutional policies, the Terms of Use, and the terms of this Agreement; and (v) accesses and uses the Educational Offerings solely for the Acceptable Purpose authorized under this Agreement. University Partner shall not knowingly permit participation by any individual who does not satisfy the foregoing requirements.
4.2 CONSENTS AND PERMISSIONS. University Partner shall obtain, and shall maintain throughout the duration of each Participating Student’s involvement in the Program, all permissions, disclosures, authorizations, and consents required under applicable law, regulation, or institutional policy for Participating Students to: (a) participate in Program activities; (b) create individual accounts on the Educational Offerings; (c) participate in sessions that may be recorded by dbt Labs; (d) complete surveys, evaluations, or other feedback instruments; and (e) have their participation data and Program outcomes collected and used as described in this Agreement. Where a Participating Student is a minor under applicable law, University Partner is responsible for obtaining all required parental or guardian consent. dbt Labs shall have no obligation or responsibility to obtain any such consents or permissions.
4.3 RESPONSIBILITY FOR STUDENT CONDUCT. For purposes of this Agreement, any acts or omissions of Participating Students in connection with the Program or the Educational Offerings shall be deemed acts or omissions of University Partner. University Partner assumes full responsibility for the conduct of Participating Students as if such conduct were that of University Partner itself, and University Partner’s obligations under this Agreement, including its indemnification obligations under Section 11.3, extend to and encompass the actions and omissions of Participating Students.
4.4 ENFORCEMENT RIGHTS. dbt Labs reserves the right, in its sole discretion, to suspend, restrict, or terminate any Participating Student’s access to the Educational Offerings at any time and for any reason, including violation of the Terms of Use, this Agreement, or any applicable law, without prior notice to University Partner and without terminating or otherwise affecting this Agreement. dbt Labs shall use reasonable efforts to notify University Partner promptly following any such action.
5. Compensation
Participation in the Program is provided without monetary consideration by either Party. Neither Party shall be obligated to pay any fees, expenses, or other amounts to the other Party in connection with this Agreement. dbt Labs may, at its sole discretion, provide non-monetary benefits to University Partner or Participating Students in connection with the Program, including educational resources, platform access, promotional items, workshops, and networking and internship opportunities (collectively, “Program Benefits”). Such Program Benefits shall have no cash or monetary value, shall not constitute consideration for purposes of this Agreement, and may be modified or discontinued at any time. For the avoidance of doubt, nothing in this Agreement entitles University Partner or any Participating Student to free or discounted access to dbt Labs’ paid subscriptions, professional services, or other commercial offerings. Any such offerings are subject to dbt Labs’ separate commercial terms and pricing.
6. Feedback, Program Data & Recordings.
6.1 PURPOSE. University Partner acknowledges that the evaluation, measurement, and continuous improvement of the Educational Offerings and dbt Labs’ educational initiatives are core purposes of the Program. The collection and analysis of Program Data and Feedback are integral to dbt Labs’ ability to operate, assess, and enhance the Program and the Educational Offerings.
6.2 COLLECTION AND USE OF PROGRAM DATA. dbt Labs may collect, store, process, and analyze Program Data in connection with: (a) operating, administering, and delivering the Program; (b) evaluating Program effectiveness and learning outcomes; (c) improving, enhancing, and developing the Educational Offerings, and other dbt Labs products and services; (d) conducting internal research and analytics; and (e) preparing reports, impact statements, and marketing materials describing Program outcomes and trends. University hereby consents to such collection and use on its own behalf (to the extent such consent can be provided under applicable law), and University shall cooperate in acquiring any such necessary consents for collection and use from Participating Students. University shall also cooperate in providing access to Program Data (as such consents permit and as reasonably requested by dbt Labs). Program Data is dbt Labs’ CI.
6.3 RECORDINGS. University Partner acknowledges and agrees that dbt Labs may record Program sessions, workshops, and related activities for purposes including training, quality assurance, program improvement, and internal reference. University Partner is solely responsible for obtaining all institutional permissions and Participating Student consents required under applicable law or institutional policy for such recordings, as set forth in Section 4.2.
6.4 FEEDBACK. University Partner and Participating Students may provide Feedback to dbt Labs. To the extent University Partner or any Participating Student provides Feedback, dbt Labs shall have a royalty-free, worldwide, irrevocable, perpetual license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, including incorporating the Feedback into the Educational Offerings or using it to develop and improve the Educational Offerings and other dbt Labs products or services, without attribution or compensation. Any Feedback provided by University Partner or any Participating Student may be used by dbt Labs in its sole discretion, including to develop, improve, and market the Educational Offerings and other products and services, without restriction, obligation, attribution, or compensation. Feedback shall not be considered CI of University Partner or any Participating Student, regardless of any designation to the contrary.
6.5 NO RESEARCH COLLABORATION. The Parties acknowledge and agree that participation in the Program does not constitute academic research, sponsored research, a joint research collaboration, or any other arrangement subject to institutional review board oversight or academic research governance. Program Data and Feedback are not jointly owned research output and shall not be subject to academic publication rights or institutional research ownership policies unless separately agreed in writing by the Parties.
7. Ownership & Intellectual Property Rights
7.1 OWNERSHIP OF EDUCATIONAL OFFERINGS. dbt Labs shall retain all right, title, and interest, including all Intellectual Property Rights, in and to the Educational Offerings, and all related technology, software, content, methodologies, processes, workflows, know-how, trade secrets, and derivative works, including all improvements, modifications, enhancements, and updates thereto, whether or not developed in connection with the Program. Except for the limited rights expressly granted in this Agreement, no license or right of any kind is granted to University Partner, any Participating Student, or any third party by implication, estoppel, exhaustion, or otherwise.
7.2 UNIVERSITY PARTNER CONTENT. University Partner retains all right, title, and interest in materials independently developed by University without use of or reference to dbt Labs Confidential Information, the Educational Offerings, or Program Data (“University Partner Content”). University Partner hereby grants to dbt Labs a non-exclusive, royalty-free, worldwide license to use, reproduce, and display University Partner’s name, trademarks, logos, and University Partner Content solely as reasonably necessary to administer, promote, and publicize the Program, subject to Section 8 (Publicity) and any brand guidelines provided by University Partner.
7.3 STUDENT WORK PRODUCT. Participating Students retain ownership of original, independently authored project work and outputs unique to the Participating Student they create during the Program without use of or reference to dbt Labs Confidential Information, the Educational Offerings, or Program Data (“Participating Student Work Product”). Notwithstanding the foregoing, the Parties acknowledge that: (a) the underlying Educational Offerings, software, templates, data models, methodologies, workflows, and technology embedded in or used to create any such Participating Student Work Product remain the exclusive intellectual property of dbt Labs and its licensors; and (b) dbt Labs may freely use, reference, and reproduce generalized learnings, techniques, anonymized examples, aggregated themes, and insights derived from Program activities for educational, product improvement, research, or marketing purposes.
7.4 NO JOINT DEVELOPMENT OR OWNERSHIP. The Parties agree that participation in the Program does not create any joint intellectual property, joint authorship, co-ownership, or co-development rights. No intellectual property ownership is transferred under this Agreement except as expressly stated herein. University Partner shall not acquire any right, title, or interest in the Educational Offerings by reason of this Agreement, Program participation, or the provision of Feedback. All courseware, instructional sequences, pedagogical approaches, and training methodologies developed or used by dbt Labs in connection with the Program are and remain the sole property of dbt Labs.
7.5 RESERVATION OF RIGHTS. All rights in the Educational Offerings not expressly granted under this Agreement are reserved by dbt Labs and its licensors. No implied licenses are granted under this Agreement.
8. Publicity
8.1 PERMITTED REFERENCES. Each Party may publicly reference its participation in the Program, including through institutional websites, press releases, social media posts, blog entries, and marketing or promotional materials, provided that: (a) such references accurately represent the nature and scope of the Program and do not overstate or mischaracterize the relationship between the Parties; (b) use of the other Party’s name, logo, or trademarks complies with applicable brand guidelines and is approved in writing (including by email) prior to first use; and (c) no statement implies endorsement, sponsorship, affiliation, or certification beyond participation in the Program.
8.2 DBT LABS BRAND GUIDELINES. Any use by University Partner of dbt Labs’ logo, name or other marks shall be in accordance with dbt Labs brand guidelines available at https://www.getdbt.com/brand-guidelines/.
8.3 REVOCATION. Either Party may revoke permission to use its name, logos, or trademarks at any time upon reasonable written notice. Upon receipt of such notice, the other Party shall cease all use of such marks in new materials within thirty (30) days and shall use commercially reasonable efforts to remove or update existing materials within a reasonable period.
9. Confidentiality
9.1 DEFINITION. “CI” means the terms of this Agreement and any non-public information, whether provided orally or in writing, either designated in writing as “Confidential” or “Proprietary” or that a Party would reasonably understand is confidential, and includes information related to technology, techniques, ideas, concepts, algorithms, source code, methodologies, workflows, implementation processes, current and future products and services, research, engineering, designs, financials, processes, customer lists, forecasts, roadmaps, marketing plans, pricing, discounts and proposals. CI will not include any information that: (a) is or becomes generally available to the public through no fault of or breach of this Agreement by receiving Party; (b) was rightfully in receiving Party’s possession when disclosed without receiving Party’s obligation of confidentiality; (c) is independently developed by receiving Party without use of disclosing Party’s CI; (d) is rightfully obtained by receiving Party from a third party under no duty of confidentiality to disclosing Party; or (e) receiving Party is permitted to publicly disclose under this Agreement. All CI disclosed under this Agreement is the property of the disclosing Party.
9.2 RESTRICTIONS. Neither Party will disclose the other Party’s CI to any third party or use the other Party’s CI for any purpose, except as necessary to fulfill its obligations or exercise its rights under this Agreement. Each Party will use at least the same degree of care (and no less than reasonable care) to prevent unauthorized access, use, or dissemination of the other party’s CI as it uses to protect its own CI. Receiving Party may disclose the disclosing Party’s CI pursuant to a valid court order or subpoena, to the extent receiving Party: (a) unless prohibited by law, provides notice sufficient to permit disclosing Party an opportunity to pursue protective measures; (b) provides reasonable assistance with such efforts; and (c) discloses only the minimum legally required to be disclosed.
9.3 RETURN OF CI. Confidentiality obligations expire three (3) years after disclosure. Receiving Party will, upon written request of disclosing Party, use commercially reasonable efforts to delete, destroy or render CI inaccessible.
9.4 REMEDIES. The Parties agree that receiving Party’s actual or proposed disclosure of CI, except as expressly permitted by dbt Labs, will result in irreparable harm and disclosing Party may seek an injunction.
10. Term & Termination
10.1 TERM. The initial term of this Agreement shall commence on the Effective Date and shall expire one (1) year later (the “Initial Term”). This Agreement may renew for successive one (1) year periods upon dbt Labs confirming reacceptance of University Partner into the Partners Program (each a “Renewal Term”), unless terminated as described below. The Initial Term and any Renewal Terms shall be the “Term”.
10.2 TERMINATION. Following the Initial Term, either Party may terminate this Agreement upon sixty (60) days’ prior written notice to the other Party. Either Party may immediately terminate this Agreement upon written notice if the other Party breaches its obligations under this Agreement and fails to cure such breach within thirty (30) days following receipt of notice from the non-breaching Party. A Party that provides notice of breach must include in the notice a description of the alleged breach in reasonable detail. In addition, either Party may immediately terminate this Agreement upon written notice to the other Party in the event that the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency or any assignment for the benefit of creditors.
10.3 SUSPENSION. dbt Labs may also suspend University Partner’s use of the Educational Offerings or terminate this Agreement immediately if dbt Labs is: (a) required to do so by law; (b) if University Partner (i) is an Educational Institution and no longer qualifies as an accredited Educational Institution, or (ii) is a Qualified Member and is no longer affiliated with an Educational Institution; or (c) if dbt Labs determines that continuing under this Agreement could result in legal or business liability or cause harm to its products, services, reputation, or users.
10.4 EFFECT OF TERMINATION. Upon any termination of this Agreement, University Partner’s rights to use the Educational Offerings (including related access keys and credentials) will immediately terminate and University Partner will cease all such use, but any provisions of this Agreement that by their nature should survive termination or expiration, including without limitation provisions relating to intellectual property ownership, confidentiality, disclaimers, limitations of liability, indemnification, and general provisions governing interpretation and enforcement, shall survive any termination or expiration of this Agreement. dbt Labs will have no obligation or liability resulting from termination or suspension of this Agreement, as permitted herein.
11. Warranty & Indemnification
11.1 WARRANTY. Both Parties hereby represent and warrant that they are legally entitled to enter into this Agreement. University Partner further represents and warrants that: (a) either (i) it is an accredited Educational Institution duly organized and in good standing under the laws of its jurisdiction, or (ii) if University Partner is a Qualified Member, such individual is currently affiliated with an accredited Educational Institution in good standing; (b) University Partner has all necessary authority and approval to enter into this Agreement and to participate in the Program; (c) it will comply, and will ensure compliance by Participating Students, with all applicable laws, regulations, and institutional policies in connection with the Program; (d) it has obtained or will obtain all consents, authorizations, and permissions required under applicable law and institutional policy prior to any Participating Student’s first access to the Educational Offerings; and (e) all information provided to dbt Labs in connection with the Program is and shall remain accurate and complete in all material respects.
11.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED HEREIN, ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT IS PROVIDED “AS-IS”, WITHOUT ANY WARRANTIES OF ANY KIND. EACH PARTY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11.3 UNIVERSITY PARTNER INDEMNIFICATION. University Partner shall defend, indemnify, and hold harmless dbt Labs and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "dbt Labs Indemnitees") from and against any and all third-party claims, actions, proceedings, suits, demands, damages, liabilities, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or relating to: (i) the acts, omissions, negligence, or willful misconduct of University Partner in connection with the Program; (ii) University Partner’s failure to obtain or maintain any required permissions, disclosures, authorizations, or consents, including parental consent; (iii) any violation of applicable law, regulation, or institutional policy by University Partner in connection with the Program; (iv) any unauthorized or improper access to or use of the Educational Offerings by University Partner if (i) an Educational Institution, University Partner personnel or (ii) a Qualified Member, University Partner itself; (v) any breach of this Agreement by University Partner; or (vi) if University Partner is an Educational Institution, any personal injury, property damage, or other harm occurring at Program events hosted at University Partner’s facilities. As a condition to University’s indemnification obligations hereunder: (a) dbt Labs shall promptly provide University Partner with written notice of any claim for which indemnification is sought, provided that any delay in providing such notice shall not relieve University Partner of its indemnification obligations except to the extent University Partner is materially prejudiced by such delay; (b) University Partner shall have sole control of the defense and settlement of any such claim, provided that University Partner shall not settle any claim in a manner that admits fault or liability on behalf of any dbt Labs Indemnitee, or imposes any obligation on any dbt Labs Indemnitee, without dbt Labs’ prior written consent; and (c) dbt Labs shall provide reasonable cooperation in the defense of any such claim at University Partner’s expense.
12. Limitations of Liability
12.1 WAIVER OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUE OR LOSS OF USE OR DATA, COSTS OF COVER OR SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND, HOWEVER CAUSED, RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE RIGHTS, LICENSES, PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR: (A) UNIVERSITY PARTNER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (B) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (C) UNIVERSITY PARTNER’S BREACH OF THE LICENSE RESTRICTIONS; OR (D) EITHER PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE RIGHTS, LICENSES, PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO FIVE HUNDRED U.S. DOLLARS ($500.00).
12.3 ALLOCATION OF RISK. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION 12 APPLY REGARDLESS OF WHETHER THE DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM. THE EDUCATIONAL OFFERINGS AND PROGRAM WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
13. Export Controls
The Educational Offerings are subject to export restrictions by the United States government and import restrictions by certain foreign governments. University Partner agrees to comply with all applicable export and import laws and regulations in its use of the Educational Offerings. University Partner shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Educational Offerings: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. University Partner represents and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.
14. Security & Data Protection
14.1 DBT LABS RESPONSIBILITIES. With respect to University Partner’s use of the Educational Offerings, dbt Labs shall be responsible for establishing and maintaining a commercially reasonable information security program that is designed to: (i) ensure the security and confidentiality of the University Partner Content; (ii) protect against any anticipated threats or hazards to the security or integrity of the University Partner Content; (iii) protect against unauthorized access to, or use of, the University Partner Content; and (iv) ensure that all subcontractors of dbt Labs, if any, comply with all of the foregoing. In no case shall the safeguards of dbt Labs’s information security program be less stringent than the information security safeguards used by dbt Labs to protect its own commercially sensitive data. University Partner shall use commercially reasonable security and anti-virus measures when accessing and using the Educational Offerings and to prevent unauthorized access to, or use of the Educational Offerings and notify dbt Labs promptly of any such unauthorized access or use of which it becomes aware.
14.2 DATA PROCESSING. To the extent dbt Labs Processes the data of University Partner in a jurisdiction that requires a data processing agreement or similar document, dbt Labs will process such Personal Data in accordance with Data Protection Laws applicable to dbt Labs as Processor of such Personal Data and in accordance with the dbt Labs Data Processing Addendum (“DPA”), available at https://www.getdbt.com/cloud/dpa, which the Parties agree is effective between the Parties as of the date hereof and is supplemental, applicable to, and incorporated into the Agreement. Capitalized terms in this subsection not otherwise defined herein have the meanings set forth in the DPA.
14.3 UNIVERSITY PARTNER OBLIGATIONS. University Partner shall also maintain and handle all University Partner Content with reasonably adequate privacy and security measures and in compliance with all applicable privacy laws and regulations.
15. Terms of Use & Platform Governance
15.1 INCORPORATION OF TERMS OF USE. Access to and use of the Educational Offerings is governed by the Terms of Use, which are hereby incorporated by reference into this Agreement. The Terms of Use constitute a binding agreement between dbt Labs and each individual who accesses or uses the Educational Offerings, including Participating Students and University Partner personnel. University Partner acknowledges that it has reviewed the Terms of Use and understands the obligations and restrictions set forth therein.
15.2 UNIVERSITY PARTNER OBLIGATIONS REGARDING TERMS OF USE. University Partner agrees that it shall: (a) inform all Participating Students, prior to their first access, that use of the Educational Offerings is subject to and governed by the Terms of Use; (b) require Participating Students to access the Educational Offerings only through individually authorized accounts; and (c) use reasonable efforts to ensure that Participating Students and University Partner personnel comply with the Terms of Use at all times. Each Participating Student must independently accept the Terms of Use as a condition of creating an account on or accessing the Educational Offerings. dbt Labs may enforce the Terms of Use directly against any Participating Student, including by suspending or terminating such Participating Student’s access.
15.3 CONFLICT. In the event of any conflict or inconsistency between this Agreement and the Terms of Use: (i) with respect to access to and use of the Educational Offerings by Participating Students or University Partner personnel, the Terms of Use shall control; and (ii) with respect to the administration of the Program and the relationship between the Parties, this Agreement shall control.
16. Miscellaneous
This Agreement is the sole and entire agreement of the Parties and supersedes all prior and contemporaneous understandings, both written and oral, regarding the subject matter. Parties to this Agreement will first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the Parties via negotiation, and litigation is necessary, this Agreement will be interpreted based on the laws of the State of Delaware, without regard to the conflict of law provisions of such state. A Party will not be in breach of this Agreement for delays or performance failures caused solely by reasons outside of its reasonable control. dbt Labs may assign rights and obligations under this Agreement to a valid successor-in-interest, and upon any such assignment, dbt Labs will have no further obligation or liability to University Partner. University Partner may not assign its rights and obligations under this Agreement without dbt Labs’ prior written approval. No waiver of or failure to act upon any of the provisions of this Agreement or any right or remedy arising under this Agreement constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar). Use of “include” (and “includes,” etc.) provides examples not limitations.
17. Definitions
17.1 “Affiliate” means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity.
17.2 “Community Software” means the publicly available, community-developed open-source software and components which may be provided with the Software.
17.3 “dbt Labs University Partners Program” or “Program” means the dbt Labs program introducing students to modern analytics engineering practices using the Educational Offerings, including workshops, hackathon-style instructional sessions, learning pathways, enablement activities, surveys, and related programming.
17.4 “dbt Learn” means the dbt Labs managed online learning management system used to instruct authorized users on the Software.
17.5 "Documentation" means dbt Labs’ standard user guides, technical documentation, API references, knowledge-base articles, and instructional materials describing the features, functionality, and use of the Educational Offerings, as updated by dbt Labs from time to time and made available at https://docs.getdbt.com or through the Educational Offerings.
17.6 “Educational Institution” means an organization that: (i) has been accredited or officially recognized by an authorized governmental agency within its applicable local, state, provincial, federal or national government; (ii) has the primary purpose of providing structured, formal education and training to its enrolled students or participants; (iii) issues recognized credentials, which may include degrees (such as associate, bachelor’s, or graduate degrees), diplomas, certificates, or similar formal qualifications; and (iv) is a non-profit organization.
17.7 "Feedback" means any suggestions, comments, ideas, enhancement requests, recommendations, corrections, or other feedback relating to the Educational Offerings, the Program, the Documentation, or any other dbt Labs’ products or services.
17.8 “Instructional Use” means activities directly related to learning, training, or development including academic instruction that are part of the instructional functions of the Educational Institution.
17.9 “Intellectual Property Rights” means all intellectual property rights throughout the world, including, without limitation, patents, copyrights, Trademarks, trade secrets and contractual or other rights in confidential information, moral rights, rights of privacy and publicity, and any other intellectual and industrial property and proprietary rights including registrations, applications, renewals and extensions of such rights worldwide.
17.10 “Non-Commercial Academic Research” means not-for-profit research projects, which are not intended to, or do not in fact, produce results, works, services, or data for commercial use or the sole benefit of the Educational Institution or any third-party.
17.11 "Participating Students" means individuals who are enrolled at, formally affiliated with, or sponsored by University Partner and who participate in the Program or access the Educational Offerings through University Partner in connection with the Program. Participating Students are not parties to this Agreement
17.12 “Privacy Policy” means the dbt Labs Privacy Policy located at https://www.getdbt.com/cloud/privacy-policy or any successor site thereto.
17.13 "Program Data" means all data, metrics, and information collected, generated, or derived through the operation and evaluation of the Program, including participation and attendance information, platform usage and adoption analytics, survey responses and learning outcome evaluations, session recordings, interaction metrics, and other operational data, as well as analyses, case studies, impact reports, and summaries describing Program outcomes, adoption trends, and educational effectiveness.
17.14 "Program Materials" means the educational workshops, exercises, templates, presentations, facilitator guides, enablement kits, and other instructional and learning resources provided by dbt Labs in connection with the Program.
17.15 “Qualified Member” means any of the following individuals affiliated with an Educational Institution: (i) student-facing faculty; (ii) non-faculty staff employees; (iii) anyone performing academic, not-for-profit research on behalf of or in collaboration with an Educational Institution; and (iv) currently enrolled students.
17.16 “Software” means the dbt Labs hosted software platform (including dbt Cloud and the dbt VS Code extension), applications, features, tools, learning environments, and related services and functionalities made available by dbt Labs to University Partner and Participating Students in connection with the Program, including all updates, enhancements, modifications, and derivative works thereof.
17.17 “Terms of Use” means the dbt Labs Terms of Use located at https://www.getdbt.com/terms-of-use, which shall only be applicable in the event: (i) University Partner wishes to purchase the Software, or (ii) University Partner uses the Software in any manner other than the Acceptable Purpose.
17.18 “University Partner Content” is all software, information, content and data provided by or on behalf of University Partner or made available or otherwise distributed through the use of the Educational Offerings.
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