DB2PRO Customer Agreement

Last Revised: 18 September 2018

This Business Agreement (the "Agreement") is between Manouchehri Consulting Ltd, an Ontario corporation ("DB2PRO") and the organization agreeing to these terms ("Customer"). This Agreement governs access to and use of the Services and Beta Services. By clicking "I agree," signing your contract for the Services, or using the Services, you agree to this Agreement as a Customer.

To the extent that DB2PRO is, on behalf of the Customer, Processing Customer Data that is subject to EU Data Protection Laws, by clicking "I agree", you are also agreeing to the Data Processing Agreement and EU Standard Contractual Clauses, defined below, with DB2PRO for the transfer of Personal Data to processors.

If you are agreeing to this Agreement and, if applicable, the Data Processing Agreement, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.

  1.  Services.
    1. Provision. This Agreement governs access to, and use of, the Services and Software. Customer and End Users may access and use the Services in accordance with this Agreement.
    2. Security Measures. Any DB2PRO personnel who have access to Customer Data will be bound by appropriate confidentiality obligations. DB2PRO will use industry standard technical and organizational security measures to transfer, store, and Process Customer Data that, at a minimum, will comply with the Security Measures. The Security Measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and Processing of Customer Data. DB2PRO may update the Security Measures from time to time. DB2PRO will provide Customer with at least sixty days prior notice if DB2PRO updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole.
    3. Data Processing and Transfer.
      1. Data Processing. This Agreement constitutes Customer’s instructions to DB2PRO to Process Customer Data. DB2PRO and its Sub-processors will only Process Customer Data to provide the Services and to fulfil DB2PRO's obligations in this Agreement. Customer agrees that DB2PRO and its Sub-processors may transfer, store, and Process Customer Data in locations other than Customer's country. DB2PRO will inform Customer of any legal requirement which prevents it from complying with Customer’s instructions, unless prohibited from doing so by applicable law or on important grounds of public interest. The parties acknowledge that Customer Data may contain Personal Data, and a description of the Personal Data and further information about the Processing is set out in the Data Processing Agreement.
      2. EU-U.S. and Swiss-U.S. Privacy Shield Programs. DB2PRO is certified and complies with the EU-U.S. and Swiss-U.S. Privacy Shield Programs. If the Privacy Shield Programs are invalidated, DB2PRO will use commercially reasonable efforts to comply with alternate or successor data transfer mechanisms.
      3. Data Processing Agreement. To the extent Customer Data is subject to EU Data Protection Laws and is processed by DB2PRO on Customer's behalf: (i) DB2PRO will use and process Customer Data as Customer instructs in order to provide the Services and to fulfill DB2PRO's obligations under the Agreement; and (ii) Customer agrees to the Data Processing Agreement with DB2PRO for the transfer of Personal Data. The Data Processing Agreement applies only to the Services, and does not apply to Beta Services.
    4. Modifications. DB2PRO may update the Services from time to time. If DB2PRO changes the Services in a manner that materially reduces their functionality, DB2PRO will notify Customer at the email address associated with the account, and Customer may provide notice within thirty days of the change to terminate the Agreement. This termination right will not apply to updates made to features provided on a beta or evaluation basis.
    5. Software.
      1. Generally. The Services allow Customer and End Users to download Software that may update automatically. If any component of the Software is offered under an open source license, DB2PRO will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some terms of this Agreement with respect to that component of the Software.
      2. License. DB2PRO hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with this Agreement. This license is non-transferable (subject to Section 12.8), irrevocable (except as set forth in Section 7), non-sublicensable, and will be fully paid up upon Customer's payment of the Fees.
    6. Customer Domains. Prior to providing the Services DB2PRO may require Customer to verify that Customer owns or controls the Customer Domains. If Customer does not own or control the Customer Domains, then DB2PRO will have no obligation to provide Customer with the Services.
  2.  Customer Obligations.
    1. Customer Administration of the Services. Customer may specify End Users as Administrators through the Admin Console. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts, and managing access to Admin Accounts. DB2PRO's responsibilities do not extend to the internal management or administration of the Services for Customer. The Customer acknowledges that, if the Customer purchases the Services through a reseller and designates any of the reseller's personnel as Administrators of the Customer's Services account, the reseller may be able to control account information, including Customer Data, and access the Customer's Services account as described above.
    2. Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 13. Customer will ensure that it does not allow any person under 13 to use the Services. Customer will promptly notify DB2PRO of any unauthorized use of or access to the Services.
    3. Restrictions. Customer will not: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so, unless this restriction is prohibited by law;
    4. Compliance. Customer and its End Users must use the Services in compliance with the Acceptable Use Policy. Customer is responsible for use of the Services by its End Users. Customer will comply with laws and regulations applicable to Customer's use of the Services.
    5. Third-Party Apps and Integrations. If Customer uses any third-party service or applications, such as a service that uses a DB2PRO API, with the Services: (a) DB2PRO will not be responsible for any act or omission of the third-party, including the third-party's access to or use of Customer Data; and (b) DB2PRO does not warrant or support any service provided by the third-party. Customer will comply with any API limits associated with the Services plan purchased by Customer.
    6. Third-Party Requests.
      1. Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third-Party Requests and will contact DB2PRO only if it cannot comply with the Third-Party Request despite diligent efforts.
      2. DB2PRO Responsibility. DB2PRO will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of DB2PRO's receipt of a Third-Party Request; (ii) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise unable to respond to the Third-Party Request. If Customer fails to promptly respond to any Third-Party Request, then DB2PRO may, but will not be obligated to do so.
  3.  Payment.
    1. Fees. Customer will pay DB2PRO or Customer's reseller all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form, or in the applicable agreement between Customer and Customer’s reseller. Customer authorizes DB2PRO, or Customer's reseller, to charge Customer for all applicable Fees using Customer's selected payment method, and Customer will issue the required purchasing documentation. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
    2. Payment. Customer will pay DB2PRO invoices on the payment interval set forth in the Order Form. DB2PRO may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to DB2PRO or to Customer's reseller.
    3. Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. DB2PRO, or Customer's reseller, will charge Taxes when required to do so. If Customer provides DB2PRO or its reseller with a valid exemption certificate, DB2PRO or the reseller will not collect the taxes covered by that certificate.
    4. Withholding Taxes. Customer will pay DB2PRO or its reseller net of any applicable Withholding Taxes. Customer and DB2PRO, or Customer's reseller as applicable, will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If DB2PRO or Customer's reseller qualifies for a tax exemption, or a reduced treaty withholding rate, DB2PRO or Customer's reseller will provide Customer with reasonable documentary proof. Customer will provide DB2PRO or Customer's reseller reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.
    5. Auto-renewals and Trials. IF THE CUSTOMER'S ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND THE CUSTOMER HAS ALREADY PROVIDED A METHOD OF PAYMENT TO DB2PRO FOR THE SERVICES, DB2PRO (OR THE CUSTOMER'S RESELLER) MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS THE CUSTOMER NOTIFIES DB2PRO (OR THE CUSTOMER'S RESELLER, AS APPLICABLE) THAT THE CUSTOMER WANTS TO CANCEL OR DISABLE AUTO-RENEWAL. DB2PRO may revise Services rates by providing the Customer at least thirty days' notice prior to the next charge.
    6. Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If the Customer is purchasing via a reseller, any terms and conditions from the Customer's reseller or in a purchase order between the Customer and its reseller that conflict with the Agreement are null and void.
  4.  Suspension.
    1. Of End User Accounts by DB2PRO. If an End User: (a) violates this Agreement; or (b) uses the Services in a manner that DB2PRO reasonably believes will cause it liability, then DB2PRO may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then DB2PRO may do so.
    2. Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then DB2PRO may automatically suspend use of the Services. DB2PRO will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.
  5.  Intellectual Property Rights.
    1. Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant: (a) DB2PRO any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services or DB2PRO trademarks and brand features.
    2. Limited Permission. Customer grants DB2PRO only the limited rights that are reasonably necessary for DB2PRO to provide the Services. This limited permission also extends to Subcontractors or Sub-processors.
    3. Suggestions. DB2PRO may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send DB2PRO or post in DB2PRO's forums without any obligation to Customer.
  6.  Term.
    1. Agreement Term. This Agreement will remain in effect for the Term.
    2. Services Term. DB2PRO will provide the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term.
    3. Automatic Renewals. Unless otherwise specified on the Order Form, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term. If Customer has provided a payment method to DB2PRO for recurring charges as provided in Section 3.5, Customer may elect to terminate the Agreement via the Admin Console prior to the day a Renewal Term begins.
  7.  Termination.
    1. Generally. Either Party may terminate this Agreement, including all Order Forms, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days. DB2PRO may terminate this Agreement and suspend Customer’s access to the Services if required to do so by law or for an egregious violation by Customer of the Acceptable Use Policy.
    2. Effects of Termination. If this Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by DB2PRO to Customer will cease immediately; (b) Customer may, prior to termination, request reasonable additional time to export its Stored Data, provided that DB2PRO may charge Customer for such extended access based on DB2PRO's then-current standard fees; and (c) DB2PRO will delete any End User Accounts and Stored Data relating to Customer’s account in a commercially reasonable period of time following receipt of an Administrator’s request to do so. DB2PRO may make instructions available to Customer regarding how to submit the Administrator request described in clause (c) of the previous sentence. The following sections will survive expiration or termination of this Agreement: 2.6 (Third-Party Requests), 3 (Payment), 5 (Intellectual Property Rights), 7.2 (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous). Notwithstanding the foregoing, Section 2.6 (Third-Party Requests) shall not survive termination if DB2PRO has exercised a right to terminate the Agreement.
  8.  Indemnification.
    1. By Customer. Customer will indemnify, defend, and hold harmless DB2PRO from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against DB2PRO and its Affiliates regarding: (a) Customer Data; (b) Customer Domains; or (c) Customer's, or Customer's End Users', use of the Services in violation of this Agreement.
    2. By DB2PRO. DB2PRO will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Customer to the extent based on an allegation that DB2PRO's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will DB2PRO have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by DB2PRO; and (b) any content, information, or data provided by Customer, End Users, or other third parties.
    3. Possible Infringement. If DB2PRO believes the Services or Software infringe or may be alleged to infringe a third party's Intellectual Property Rights, then DB2PRO may: (a) obtain the right for Customer, at DB2PRO's expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If DB2PRO does not believe the options described in this section are commercially reasonable, then DB2PRO may suspend or terminate Customer's use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.
    4. General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE DB2PRO AND CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
  9.  Disclaimers.
    1. Generally. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR DB2PRO AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES.
    2. Beta Services. Despite anything to the contrary in this Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (e) DB2PRO WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.
  10.  Limitation of Liability.
    1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR DB2PRO OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR DB2PRO AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
    2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, DB2PRO'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $10,000 OR THE AMOUNT PAID BY CUSTOMER TO DB2PRO HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
  11.  Disputes.
    1. Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 12.6. If a dispute is not resolved within thirty days of notice, Customer or DB2PRO may bring a formal proceeding.
    2. Arbitration. Customer and DB2PRO agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The Canadian Arbitration Association (CAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Toronto (Ontario, Canada), or any other location both parties agree to in writing.
    3. Exception to Arbitration. Either Party may bring a lawsuit in the Ontario Court of Justice solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and DB2PRO consent to venue and personal jurisdiction there.
    4. NO CLASS ACTIONS. Customer may only resolve disputes with DB2PRO on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
  12.  Miscellaneous.
    1. Terms Modification. DB2PRO may revise this Agreement from time to time and the most current version will always be posted on the DB2PRO website. If a revision, in DB2PRO's sole discretion, is material, DB2PRO will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to DB2PRO's blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change.
    2. Entire Agreement. This Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire Agreement between the Parties related to this subject matter. All attachments to the Agreement, the Data Processing Agreement, Customer invoices, and Order Forms executed by the Parties, are hereby incorporated into the Agreement by this reference.
    3. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Order Form, the Agreement. The terms and conditions of this Agreement will be considered the confidential information of DB2PRO, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.
    4. Governing Law. THE AGREEMENT WILL BE GOVERNED BY THE PROVINCE OF ONTARIO LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
    5. Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
    6. Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to DB2PRO must be sent to DB2PRO Legal at legal@db2pro.com, with a copy to DB2PRO, 130 Albert Street, Suite 802, Ottawa ON K1Z7H4, attn.: Mr. Alireza Manouchehri.
    7. Waiver. A waiver of any default is not a waiver of any subsequent default.
    8. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of DB2PRO. DB2PRO may not assign this Agreement without providing notice to Customer, except DB2PRO may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
    9. No Agency. DB2PRO and Customer are not legal partners or agents, but are independent contractors.
    10. Subcontracting. DB2PRO will remain liable for all acts or omissions of its Subcontractors or Sub-processors, and for any subcontracted obligations.
    11. Force Majeure. Except for payment obligations, neither DB2PRO nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
    12. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.
  13.  Definitions.
    • "Acceptable Use Policy" means the DB2PRO acceptable use policy set forth at the following link, or other link that DB2PRO may provide: https://db2pro.com/wp/acceptable-use-policy/
    • "Account Data" means the account and contact information submitted to the Services by Customer or End Users.
    • "Administrator" means the Customer-designated technical End User who administers the Services to End Users on Customer's behalf. Administrators may be able to access, disclose, restrict or remove Customer Data in or from End User Accounts. Administrators may also have the ability to monitor, restrict, or terminate access to End User Accounts.
    • "Admin Account" means the administrative account provided to Customer by DB2PRO for the purpose of administering the Services.
    • "Admin Console" means the online tool provided by DB2PRO to Customer for use in administering the Services.
    • "Affiliate" means any entity that controls, is controlled by or is under common control with a Party, where "control" means the ability to direct the management and policies of an entity.
    • "Beta Services" means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
    • "Claim" means a claim by a third party, including a regulatory penalty.
    • "Customer Data" means Stored Data, Account Data, and messages, comments, structured data, photos, and other content submitted to the Services by Customer or End Users.
    • "Customer Domains" means Customer's Internet domain names.
    • "Data Processing Agreement" means the agreement with DB2PRO related to compliance with EU Data Protection Laws set forth at the following link: https://www.db2pro.com/wp/data-processing-agreement.pdf or other link that DB2PRO may provide.
    • "Effective Date" means the date this Agreement is accepted by Customer.
    • "End Users" means users of Customer's Services account. End Users may include Customer's and its Affiliate's employees and consultants.
    • "End User Account" means a DB2PRO hosted account established by Customer through the Services for an End User.
    • "EU Data Protection Laws" means, to the extent in force and applicable from time to time, those laws implementing EU Data Protection Directive (95/46/EC), and the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.
    • "EU-US Privacy Shield Program" means the EU-U.S. Privacy Shield Program framework and its principles as set forth by the US Department of Commerce and the European Commission regarding the collection, use, and retention of personal data from EU member states.
    • "EU Standard Contractual Clauses" means the EU Standard Contractual Clauses with DB2PRO for the transfer of personal data to processors incorporated into the Data Processing Agreement.
    • "Excluded Features" means services or features listed here https://www.db2pro.com/wp/excluded-features.pdf , which list may be updated from time to time by DB2PRO, provided that non-Beta features incorporated in the Services as of the Effective Date will not be transitioned to the Excluded Features list during the Term.
    • "Fees" means the amounts invoiced to Customer by DB2PRO for the Services as described on the Order Form.
    • "Initial Services Term" means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.
    • "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
    • "Order Form" means the ordering document, or ordering page, for the Services.
    • "Personal Data, "Process," and "Processing"" have the meaning given to those terms in the EU Data Protection Laws.
    • "Provisioning Date" is the date upon which DB2PRO makes the Services available to Customer.
    • "Renewal Term" means, unless otherwise agreed to in writing by the Parties, the twelve-month renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth on the Order Form.
    • "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third-party access to the Services.
    • "Security Measures" means the technical and organizational security measures described at https://www.db2pro.com/wp/security-measures.pdf or other link that DB2PRO may provide.
    • "Services" means the services ordered by Customer and provided by DB2PRO to Customer, which are described at https://db2pro.com/wp/pricing/, or other link that DB2PRO may provide.
    • "Services Term" means the Initial Services Term and all Renewal Terms for the applicable Services.
    • "Software" means the client software provided as part of the Services.
    • "Stored Data" means the files uploaded to the Services using the Software by Customer or End Users.
    • "Subcontractor" means an entity to whom DB2PRO subcontracts any of its obligations under this Agreement.
    • "Sub-processor" means an entity who agrees to Process Customer Data on DB2PRO's behalf, or on behalf of another DB2PRO sub-processor, in order to provide the Services.
    • "Taxes" means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on DB2PRO's net income, associated with the Services or Software, including any related penalties or interest.
    • "Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the Services Term; or (ii) the Agreement is terminated as set forth herein.
    • "Third-Party Request" means a request from a third-party for records relating to an End User's use of the Services including information in or from an End User Account, or from Customer's Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, requests from individuals, including End Users, to exercise their rights under EU Data Protection Laws, or any other request for which there is written consent from End Users, or an End User's authorized representative, permitting a disclosure.
    • "Withholding Taxes" mean any income taxes that are imposed on DB2PRO or Customer's reseller in which Customer is required by law to withhold or deduct on the payment to DB2PRO or Customer’s reseller.