Posted: Sept 18, 2018 Effective: Step 18, 2018 Thanks for using DB2PRO! These terms of service (“Terms”) cover your use and access to our services, client software and websites ("Services"). Our Privacy Policy explains how we collect and use your information while our Acceptable Use Policy outlines your responsibilities when using our Services. By using our Services, you’re agreeing to be bound by these Terms, our Privacy Policy, and Acceptable Use Policy. If you’re using our Services for an organization, you’re agreeing to these Terms on behalf of that organization. Your DB2PRO Packages & Your Permissions When you use our Services, you provide us with DB2 Meta Data and Stats in compressed format which we call (“Your DB2PRO Packages”). Your DB2PRO Packages is yours. These Terms don’t give us any rights to Your DB2PRO Packages except for the limited rights that enable us to offer the Services. We need your permission to process your DB2PRO Packages into our databases so that we can provide our Services to you. We also require your permission to remove your DB2PRO Packages once they are processed to clear some space. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with. Sharing Your DB2PRO Packages We do not share your DB2PRO Packages with anyone. Your Responsibilities You’re responsible for your conduct. Your DB2PRO Packages and you must comply with our Acceptable Use Policy. We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We aren’t responsible for the content you upload for processing. Help us keep you informed and Your DB2PRO Packages protected. Safeguard your password to the Services, and keep your account information current. Don’t share your account credentials or give others access to your account. Finally, to use our Services, you must be at least 13, or in some cases, even older. If you live in France, Germany, or the Netherlands, you must be at least 16. Please check your local law for the age of digital consent. If you don’t meet these age requirements, you may not use the Services. Software Some of our Services allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so. Beta Services We sometimes release products and features that we are still testing and evaluating. Those Services have been marked beta, preview, early access, or evaluation (or with words or phrases with similar meanings) and may not be as reliable as DB2PRO’s other services, so please keep that in mind. Our Stuff The Services are protected by copyright and trademark. These Terms don’t grant you any right, title, or interest in the Services, others’ content in the Services, DB2PRO trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you. Copyright We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to legal@db2pro.com. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is: Copyright Agent Paid Accounts Billing. You can increase upload quota and add paid features to your account (turning your account into a "Paid Account"). We’ll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. If you’re on an annual plan, we’ll send you a notice email reminding you that your plan is about to renew within a reasonable period of time prior to the renewal date. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn’t override these laws. No Refunds. You may cancel your DB2PRO Paid Account at any time. Refunds are only issued if required by law. For example, users living in the European Union have the right to cancel their Paid Account subscriptions within 14 days of signing up for, upgrading to, or renewing a Paid Account. Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don’t pay for your Paid Account on time, we reserve the right to suspend it or reduce your storage to free space levels. Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account. Termination You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if: (a) you’re in breach of these Terms, (b) you’re using the Services in a manner that would cause a real risk of harm or loss to us or other users, or (c) you don’t have a Paid Account and haven't accessed our Services for 12 consecutive months. We’ll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you. We do not provide any mechanism to download Your DB2PRO Packages nor the data that has been stored in our databases related to your DB2PRO Packages. Once your account is terminated, we will delete all your DB2PRO Packages and delete the associated data records from our databases. We won’t provide notice before termination where: (a) you’re in material breach of these Terms, (b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or (c) we're prohibited from doing so by law. Discontinuation of Services We may decide to discontinue the Services in response to unforeseen circumstances beyond DB2PRO’s control or to comply with a legal requirement. If we do so, we will delete all your DB2PRO Packages and delete the associated data records from our databases. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we’ll refund the portion of the fees you have pre-paid but haven't received Services for. Services “AS IS” We strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, DB2PRO AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you. Limitation of Liability WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR DB2PRO’S OR ITS AFFILIATES’ FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN’T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT. IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, DB2PRO, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR: THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT DB2PRO OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RE-SALE PURPOSE, DB2PRO, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. DB2PRO AND ITS AFFILIATES AREN’T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $100 CAD OR 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH DB2PRO. Resolving Disputes Let’s Try To Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against DB2PRO, you agree to try to resolve the dispute informally by contacting legal@db2pro.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or DB2PRO may bring a formal proceeding. Judicial forum for disputes. You and DB2PRO agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the Ontario Court of Justice, subject to the mandatory arbitration provisions below. Both you and DB2PRO consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, European Union member states) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements. Controlling Law These Terms will be governed by province of Ontario law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn’t override those laws. Entire Agreement These Terms constitute the entire agreement between you and DB2PRO with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights. Waiver, Severability & Assignment DB2PRO’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. DB2PRO may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Modifications We may revise these Terms from time to time to better reflect: (a) changes to the law, (b) new regulatory requirements, or (c) improvements or enhancements made to our Services. If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you. If you don’t agree to the updates we make, please cancel your account before they become effective. Where applicable, we’ll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.
Ali Manouchehri
130 Albert Street, Suite 802
Ottawa ON, K1P5G4
legal@db2pro.com
A complementary tool to performance monitoring