DBT Works, LLC TERMS OF SERVICE

Last Updated:  November 8, 2023

DBT Works, LLC (“DBT Works””) provides this website (the “Platform”) and various related services (collectively, the “Services”) to you (“you” or “User”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service” or “Agreement"). In addition, when using particular services or materials on the Platform, you shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Service. All such guidelines or rules are hereby incorporated by reference into these Terms of Service.

BY CLICKING THE “I HAVE READ AND AGREE TO THE TERMS & CONDITIONS” CHECKBOX DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS OF SERVICE GOVERNING YOUR USE OF THE DBT WORKS SERVICES AND THE TERMS OF DBT WORKS’S PRIVACY POLICY.

DBT Works expressly reserves the right to change these Terms of Service from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.

User Registration

You agree to provide accurate, current and complete information about you or any entity on whose behalf you will access the service at the time of registering an account in order to access the DBT Works Platform (the “User Account”). You are solely responsible for maintaining the confidentiality of your User Account and password, and you are responsible for all activities that occur under your User Account by you or any authorized user of your User Account.

Intellectual Property Ownership

The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are owned by DBT Works and protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.  DBT’s name, logos and other names, marks slogans, service marks or designs used to identify DBT Works (the “DBT Works Trademarks”) are trademarks owned by DBT Works.  You shall not use The DBT Works Trademarks without the prior written permission of DBT Works.  All other names, logos, product and service names, designs and slogans on the Platform are trademarks of their respective owners.

Grant of License

DBT Works grants User a limited, revocable, non-exclusive, non-transferable right and license to use the Platform solely for your own personal or internal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. Except as expressly licensed herein, DBT Works retains all right, title and interest in (including but not limited to all confidentiality, copyright, trade secret, patent and other intellectual property rights) to the Platform, and any and all upgrades, enhancements, modifications or derivative works of the Platform.

You will not, and will not allow any end user or third party under its direction and control, to: (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, technology or algorithms of the Platform by any means whatsoever, or replicate the functionality of the Platform for any purpose; (ii) license, share, lend, host, or otherwise transfer in any manner the Platform to or for the benefit of any third party; or, (iii) disclose any performance information or analysis from any source relating to the Platform. You will not authorize or permit any unaffiliated third party, including but not limited to direct competitors to DBT Works, to use the Platform without DBT Works’s prior written consent, which may be withheld at its discretion. All rights not expressly granted by DBT Works hereunder are reserved by DBT Works.  These restrictions shall survive the termination of this Agreement.

Data Ownership and License

USER DATA

In order for DBT Works to provide Services, DBT Works may collect information about you (“User Data”). All User Data is the sole property of User and DBT Works has no ownership rights in any User Data. User Data includes, without limitation, all information provided by User to DBT Works and your use of DBT Works’s Platform. DBT Works shall adopt adequate archival procedures to store the User Data. In the event of any loss or corruption of User Data, DBT Works shall use commercially reasonable efforts to restore the lost or corrupted User Data from the latest backup of such User Data maintained by DBT Works in accordance with its archival procedures. DBT Works shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of User Data caused by any third party. DBT WORKS’S EFFORTS TO RESTORE LOST OR CORRUPTED USER DATA PURSUANT TO THIS SECTION SHALL CONSTITUTE DBT WORKS’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF USER DATA. DBT Works reserves the right to establish or modify its general practices and limits relating to storage of User Data.

GRANT OF LICENSE TO DBT WORKS OF USER DATA

You grant to DBT Works a limited, royalty-free license to use, reproduce and modify User Data solely as necessary for DBT Works to provide Services for you and to perform its other obligations to you. User’s license to DBT Works includes the right to collect User Data, either directly from User, third party services authorized by User, or through other means such as the use of redirects and pixels. DBT Works will not disclose User Data to any third party unless such disclosure is (i) approved by User, or (ii) is made by DBT Works in response to legal process and provided that DBT Works has given User reasonable notice of, and a reasonable opportunity to contest, such legal process.

GRANT OF LICENSE TO DBT WORKS OF AGGREGATED ANONYMOUS DATA

So that DBT Works may improve and promote its offerings, you grant DBT Works a perpetual, unlimited, royalty-free license to aggregate User Data with other data, (and/or segregate portions of the User Data) so that it is non-personally identifiable with respect to User (“Aggregated Anonymous Data”). User agrees that DBT Works may create Aggregated Anonymous Data, and may use, reproduce, distribute, execute, display and commercially use the Aggregated Anonymous Data at its discretion. DBT Works may disclose Aggregated Anonymous Data to third parties, publish it through its website, blog, or by other means, and may transfer or sublicense its rights with respect to Aggregated Anonymous Data. User shall have no interest in such Aggregated Anonymous Data or any use thereof by DBT Works. This license shall survive the termination of this Agreement.

Your Obligations

INTERNET ACCESS AND COMMUNICATION

To use the Services, you must have access to the Internet, either directly or through devices that access Web-based content. You must provide all equipment necessary to make (and maintain) such connection to the Internet. You are solely responsible for your equipment, connection, and all other networking and storage devices which you use to connect to the Services. You shall be solely responsible for all costs, fees, expenses, and taxes of any kind related to the foregoing.  DBT Works shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services. You agree to provide DBT Works with your e-mail address, to promptly notify DBT Works of any changes to your e-mail address, and to accept e-mail or other electronic communications from DBT Works that are necessary to communicate with you about the Service. DBT Works may provide any and all notices, statements and other communications to you through e-mail, posting a notice in your User Account, or posting elsewhere on the Platform, and you expressly release and shall hold DBT Works harmless from any responsibility to communicate with you other than through e-mail or electronic means of the DBT Works’s choosing. You agree that as long as the DBT Works provides conspicuous notice in your User Account or elsewhere on the Platform, DBT Works shall have no liability for failure to notify you via e-mail, including for improper address, filtration, bounce-back, erroneous transmission or other e-mail or technical malfunction.

USER RESPONSABILITY

You are solely responsible for all activity occurring under your User Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You are solely responsible for maintaining the confidentiality of your User Account and password and for restricting access to your computer(s), and you are responsible for all activities that occur under your User Account by you or any authorized user of your User Account. You shall promptly notify DBT Works of any suspected or alleged violation of this Agreement including any unauthorized use of any password or User Account or any other known or suspected breach of security. You shall cooperate with DBT Works with respect to: (a) investigation by DBT Works of any suspected or alleged violation of this Agreement and (b) any action by DBT Works to enforce this Agreement. DBT Works may suspend or terminate any User Account in the event that DBT Works reasonably determines that such User Account has been involved in a violation of this Agreement. You remain liable for the losses incurred by DBT Works or others due to any unauthorized use of your User Account or any User Account created by you, including but not limited to any charges associated with any unauthorized use.  DBT may disable any username, password, or other identifier, whether chosen by you or provided by DBT Works, at any time if DBT Works determines, in its sole discretion, that You have violated these Terms of Service.

PROHIBITED USES OF PLATFORM

You may use the Platform only for lawful purposes and in accordance with these Terms of Use.  You agree not to use the Platform:

  1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;

  3. To transmit, or cause to be transmitted, any advertising or promotional material without our prior consent, including without limitation any junk mail, spam, chain letter, or other solicitation;

  4. To impersonate or attempt to impersonate DBT Works or any of its employees, officers, directors or agents, or any other person or entity; or

  5. To engage in any other conduct that, in the sole discretion of DBT Works, restricts or inhibits any other’s use of enjoyment of the Platform, or which may harm DBT Works or users of the Platform, or expose them to liability of any kind.

Additionally, you agree not to:

  1. Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform;

  2. Use any robot, spider, scraping device, or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;

  3. Use any manual process to monitor or copy any of the material on the Platform, or for any other purposes not authorized in this Terms of Service, unless expressly authorized in advance by DBT Works;

  4. Use any device, software or routine that interferes with the proper working and operation of the Platform;

  5. Introduce, or cause to be introduced, any virus, Trojan horses, worms, or other types of malicious software to the Platform;

  6. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform;

  7. Attack the Platform via a denial-of service attack or a distributed denial-of-service attack;

  8. Otherwise attempt to interfere with the proper working and operation of the Platform; or

  9. Post on the Platform any content or materials that DBT Works determines in its sole discretion to be unlawful, hateful, threatening, fraudulent, obscene, defamatory or offensive or otherwise objectionable or any content that violates any law, regulation or rights of any third party including, without limitation, intellectual property rights or rights of publicity or privacy.

STANDARDS FOR USER CONTENT

Any and all content posted on the Platform by users (“User Content”) must comply with all applicable federal, state, local and international laws and regulations.  Without limiting the foregoing, User Content must not:

  1. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;

  2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

  3. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;

  4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;

  5. Be intended or likely to deceive any person;

  6. Promote any illegal activity, or advocate, promote, or assist any unlawful act;

  7. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;

  8. Impersonate any person or misrepresent your identity or affiliation with any person or organization;

  9. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising;

  10. Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

User Comments and Marketing

You grant DBT Works a non-exclusive, perpetual, royalty free fully paid-up limited right to use your name, trademarks, service marks and logos in the production of marketing materials promoting DBT Works and the Services, provided that such use is in accordance with your trademark and intellectual property use guidelines.

If, at our request, you send certain specific submissions (for example, product reviews) or without a request from us you send suggestions, proposals or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that DBT Works may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium an Comments that you forward to DBT Works. DBT Works shall be under no obligation to maintain any Comments in confidence, to pay compensation for any Comments or respond to any Comments.

DBT Works may, but has no obligation to, in its sole discretion, monitor, edit or remove content that is unlawful, hateful, threatening, obscene, defamatory or offensive or otherwise objectionable or any content that violates any law, regulation or rights of any third party including, without limitation, intellectual property rights or rights of publicity or privacy.

Reporting Intellectual Property Infringement

If you believe that any content appearing on the Platform infringes on or otherwise misappropriates or misuses your intellectual property rights, including without limitation your copyrights, trademarks and name and likeness rights, please contact us at hello@dbtworks.com.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Third Party Sites

DBT Works’s Service may provide links to third party sites or resources. DBT Works has no control over such third-party sites or resources and you acknowledge and agree that DBT Works is not responsible for the availability of such external resources and does not endorse and is not liable for any content, advertising, products or other materials available from or on such sites or resources. Any transactions or activity between you and any third party site or resource is solely between you and the applicable third party, and any terms, conditions, warranties or representations associated with such activity shall be between you and them. You recognize that certain third party providers of ancillary services may require your agreement to additional or different license or other terms prior to your use or access of their sites or services. Any such agreement shall not in any way modify your Agreement here with DBT Works. If you are referred to a third-party site as an affiliate of DBT Works, then you agree to permit such third party site to share details of your transactions with them with DBT Works.

Representations and Warranties

User represents and warrants that (i) any content or information provided by User will not contain any information or materials that is unlawful, hateful, threatening, obscene, defamatory or offensive, and (ii) any content or information provided by User will not violate any law, regulation or rights of any third party including, without limitation, intellectual property rights or rights of publicity or privacy.

Disclaimers

DBT Works does not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE. DBT WORKS DOES NOT WARRANT THE RESULTS OF THE SERVICES, THAT THE SERVICES WILL MEET USER’S BUSINESS GOALS OR OTHER REQUIREMENTS OR EXPECTATIONS (OR, IF ACHIEVED, THAT SUCH RESULTS WILL BE SUSTAINABLE), THAT THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, OR THAT ANY ERROR IN THE SERVICES WILL BE CORRECTED. USER ACKNOWLEDGES THAT THE SERVICES MAY BE INACCESSIBLE, UNAVAILABLE OR INOPERABLE FROM TIME TO TIME.

THE FOREGOING DISCLAIMERS DO NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to indemnify, defend and hold harmless DBT Works, and its respective officers, directors, shareholders, affiliates, employees, agents, representatives and attorneys from any third-party liability, loss, claim, action, cause of action and expenses (including reasonable attorneys’ and expert fees) (collectively, “Claims”) related to your violation of this Agreement or use of the Services.  For any Claim for which DBT Works is entitled to indemnification from you, DBT Works shall have the right to defend and settle the Claim using counsel of its choice.

Miscellaneous

Entire Agreement

This Agreement contains the entire understanding and agreement of the parties, incorporating herein all previous negotiations and agreements, superseding all prior or contemporaneous proposals, communications and understandings, whether written and oral.

Waiver

The failure of DBT Works to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by DBT Works must be in writing and signed by an authorized representative of DBT Works.

Assignment

Neither party may assign this Agreement to a third party without the prior express written consent of the other party, which consent shall not be unreasonably delayed or withheld; provided however, DBT Works may assign this Agreement to (i) an affiliate of such party, or (ii) any acquirer of all or of substantially all of such party’s equity securities, assets or business related to the subject matter of this Agreement.

SEVERABILITY

If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

Compliance with Law

Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under the Agreement.

Independent Contractors

Nothing in the Agreement, or in the business or dealings between the parties, shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors.

Jurisdiction and Venue; Attorney’s Fees

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without respect to choice of law rules.  You agree that any dispute arising out of or in connection with this Terms of Service shall be heard exclusively in the state and federal courts located in Suffolk County, Massachusetts, and further agree that venue in Suffolk County, Massachusetts is both proper and convenient.

Survival

In addition to any provisions specified herein, the complete sections entitled “Intellectual Property Ownership,” “Data Ownership,” “Your Obligations,” “Reliance on Information Posted,” “Representations and Warranties,” “Disclaimers,” “Limitation of Liability/Liability Cap,” “Indemnification” and ”Miscellaneous” shall survive the termination of this Agreement.

TERMINATION

DBT Works may terminate this Agreement at any time, with or without notice, for any reason.  Upon expiration or termination of this Agreement, DBT Works shall have no obligation to deliver any copy of the User Data to you and may delete such User Data at any time.

Contact information

DBT Works is located at 575 Virginia Road, Concord, MA 01742.  If you have any questions, feedback or comments, please contact us at hello@dbtworks.com.