DBT Support Terms of Service

Introduction

Welcome to DBT Support LLC (“DBT,” “we,” “us,” or “our”). These Terms of Service govern your use of DBT’s managed IT, cybersecurity, and related professional services.

By entering into any Statement of Work (“SOW”) or otherwise using the Services, you (“Customer,” “you,” or “your”) agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have authority to bind that organization; references to “you” and “your” include that organization.

1. Definitions and Services Overview

1.1 Definitions

For purposes of this Agreement:

Agreement

This Master Services Agreement, together with any Statements of Work executed hereunder.

Services

The managed IT, security, compliance, and related professional services that DBT provides to Customer under one or more SOWs.

SOW

A written Statement of Work signed by both parties that references this Agreement and describes specific Services, deliverables, pricing, and terms.

Communications

Email, ticketing-system messages, chat transcripts, and other correspondence between DBT and Customer regarding the Services.

Configurations

Documented system, network, and application settings, policies, or scripts implemented or maintained by DBT under this Agreement.

Logs

Event, audit, or security records generated by systems managed by DBT or its third-party vendors in connection with the Services.

Third-Party Services

Hardware, software, cloud platforms, or other tools supplied by vendors or licensors whose products are integrated into the Services.

Customer Materials

Any data, information, content, systems, software, documentation, equipment, networks, credentials, instructions, or other materials provided or made available by Customer to DBT in connection with the Services.

DBT IP

All software, documentation, methodologies, tools, processes, playbooks, configurations, scripts, templates, and other materials created, developed, owned, or provided by DBT or its licensors in connection with the Services, excluding Customer Data and Customer Materials.

Customer Data

All information, data, and materials provided by Customer to DBT, or otherwise collected, processed, or stored by DBT on behalf of Customer, in connection with the Services.

Vendor

Any third-party supplier, licensor, subcontractor, or service provider engaged by DBT to deliver, host, or support any portion of the Services.

Vendor Terms

The current license agreements, terms of service, privacy policies, and other contractual documents published by providers of Third-Party Services that govern Customer’s use of such Third-Party Services.

1.2 Services Overview

DBT provides managed IT, security, and compliance Services for business clients. The specific scope, deliverables, and pricing for each engagement will be set forth in one or more signed SOWs referencing this Agreement. Each SOW is incorporated by reference and governed by this Agreement.

Items not expressly included in an SOW—such as custom software or database development, incident response, penetration testing, or other project work—are excluded unless agreed in writing.

2. Term and Termination

This Agreement becomes effective on the date the first SOW is executed by both parties and continues unless terminated in accordance with the Agreement.

Either party may terminate this Agreement or any SOW immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice.

The parties may mutually agree in writing to terminate this Agreement or any SOW at any time. Customer has no right to terminate this Agreement or any SOW for convenience unless expressly stated in an applicable SOW.

Upon termination of any SOW, DBT shall cease the Services provided thereunder and invoice Customer for Services performed through the termination date and any non-cancellable vendor or third-party commitments, setup fees, or expenses incurred on Customer’s behalf.

3. Payment Terms

DBT will invoice electronically as described in each SOW. Payment is due within thirty (30) days of invoice receipt unless otherwise specified in the applicable SOW.

Customer shall have five (5) business days after receipt of an invoice to notify DBT in writing of any disputed charges, including reasonable detail describing the basis of the dispute. Failure to provide written notice within this period constitutes acceptance of the invoice and associated Services.

Unpaid balances may accrue interest at the maximum rate allowed by law. Customer agrees to pay DBT’s reasonable collection costs and reasonable attorneys’ fees for enforcement of overdue amounts.

Fees are exclusive of applicable sales, use, VAT, or similar taxes. Where required by law, DBT may collect and remit such taxes on Customer’s behalf. In all other cases, Customer is responsible for applicable taxes arising from the Services, excluding taxes based on DBT’s net income.

4. Customer Responsibilities

Customer agrees to provide DBT with necessary access to systems, facilities, personnel, and information required to perform the Services; maintain lawful ownership of and authority to share data provided to DBT; ensure appropriate network connectivity and security controls; and maintain complete and current data backups unless backup services are expressly included in an SOW.

Customer acknowledges that delays or failure to provide information, decisions, or approvals may delay Services delivery.

5. Confidentiality and Record Retention

Each party will protect the other party’s nonpublic information disclosed in connection with the Services using at least reasonable care and will use Confidential Information solely for performance under this Agreement.

DBT may retain records of Services, Communications, Configurations, and Logs as required for legal, billing, security, or compliance purposes. These obligations survive for two (2) years after termination, except for trade secrets, which are protected so long as they remain trade secrets.

6. Intellectual Property

All software, documentation, methodologies, and other DBT IP remain the sole property of DBT or its licensors. Customer receives a limited, non-exclusive, non-transferable license to use DBT IP solely for Customer’s internal business purposes during the applicable Service term.

All Customer Data remains the property of Customer. Customer grants DBT a limited license to access and process such data only as required to perform the Services. Third-Party or Vendor intellectual property and related materials remain the property of their respective owners.

7. Non-Solicitation

During the term of effectiveness of this Agreement and for twelve (12) months thereafter, neither party will solicit for employment or hire any employee of the other party who was directly involved in providing or receiving the Services without the other party’s prior written consent. General solicitations not specifically directed at the other party’s employees are not restricted.

8. Warranties and Disclaimers

DBT represents that it will perform the Services in a professional and workmanlike manner using qualified personnel and industry-standard practices. DBT’s sole obligation, and Customer’s exclusive remedy, for any breach of this warranty shall be for DBT to re-perform the affected Services at no additional cost.

Customer is responsible for identifying all systems, locations, data, and applications that require backup, monitoring, or logging Services. DBT will implement such Services only for the systems, locations, data, and applications specifically identified or documented in an applicable SOW.

DBT does not warrant that the Services or any Third-Party Service will be uninterrupted, error-free, immune from vulnerabilities, or capable of detecting or preventing all threats.

Except as expressly set forth above or in an applicable SOW, the Services are provided “as is.” DBT disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

9. Limitations of Liability

Except for Customer’s payment obligations, the cumulative, aggregate liability of each party for all claims arising out of or relating to this Agreement shall not exceed the total fees paid or payable under the applicable SOW giving rise to the claim during the twelve (12) months immediately preceding the date the liability arose, subject to the exceptions stated in the Agreement.

In no event shall either party be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages.

DBT’s liability for loss or corruption of data shall be limited to restoration of the most recent backup maintained by DBT, if available.

10. Indemnification

Customer will defend, indemnify, and hold harmless DBT and its affiliates, officers, directors, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses arising out of Customer’s misuse of the Services, violation of law, or breach of this Agreement.

11. Subcontractors

DBT may use qualified subcontractors to perform the Services. DBT remains responsible for their performance and compliance with this Agreement and will remain Customer’s sole point of contact.

12. Data Backups

Except to the extent that such responsibility is expressly assigned to DBT in an applicable SOW, Customer is solely responsible for maintaining complete, current, and restorable backups of all Customer Data and Customer Materials.

Where DBT provides backup, replication, or off-site storage Services, such Services are performed on a commercially reasonable best-efforts basis, and backup success, retention, or restoration may be affected by factors outside DBT’s control.

13. Compliance and HIPAA

DBT will perform the Services in accordance with applicable federal, state, and local laws and regulations.

If Customer is a covered entity or business associate under HIPAA, the parties shall execute a separate Business Associate Agreement, which will govern the use and protection of protected health information.

For Customers subject to other regulatory frameworks, such as GLBA, FERPA, or applicable state privacy or data-protection laws, DBT will cooperate in good faith to support Customer’s compliance efforts, but no additional contractual addendum shall be required unless specifically mandated by law or mutually agreed in writing.

14. Insurance

Customer shall maintain commercially reasonable insurance coverage, including general liability, workers’ compensation, and cyber liability insurance, with limits adequate for its operations. DBT maintains commercially reasonable insurance coverage, including general liability and technology errors and omissions/cyber liability, consistent with industry standards.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-laws principles. Any mediation, arbitration, or court proceeding arising out of or relating to this Agreement shall take place exclusively in Jefferson County, Kentucky.

Any dispute will first be subject to good-faith negotiation. If unresolved, the parties will submit the dispute to non-binding mediation. If still unresolved, the dispute will be submitted to binding arbitration under the rules of the American Arbitration Association before a single neutral arbitrator in Jefferson County, Kentucky.

The parties waive the right to a jury trial and agree that disputes will be resolved on an individual basis, not as part of any class, collective, or representative action.

16. Notices

Notices must be in writing and may be delivered by email with acknowledged receipt, certified mail, or recognized courier service to the addresses set forth in the applicable SOW or as later designated by either party in writing.

17. Independent Contractor

DBT is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

18. Marketing Rights

DBT may list Customer’s name and logo among its clients and may reference any engagement with Customer in proposals, case studies, and online materials, provided no Confidential Information is disclosed. Any press releases require mutual written consent.

19. Force Majeure

Neither party will be liable for delay or failure to perform obligations, other than payment obligations, to the extent caused by events beyond its reasonable control, including natural disasters, labor disputes, governmental action, epidemics or pandemics, supply-chain disruptions, cyberattacks, telecommunications failures, internet service failures, or widespread power outages.

The affected party must use commercially reasonable efforts to mitigate the impact of the Force Majeure event and resume performance as soon as reasonably possible.

20. Entire Agreement and Change Control

This Agreement, together with all executed SOWs, constitutes the entire understanding between the parties and supersedes all prior or contemporaneous proposals, negotiations, representations, and agreements regarding the subject matter.

In the event of conflict or inconsistency, the order of precedence shall be the applicable SOW, this Agreement, and any applicable Vendor Terms, unless the parties expressly agree otherwise in a signed writing.

DBT may update this Agreement from time to time. DBT will notify Customer of material updates by email with confirmed delivery or certified mail, if applicable. Updated terms become effective thirty (30) days after notice unless Customer objects in writing within that period.

21. Severability and Assignment

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Customer may not assign this Agreement without DBT’s prior written consent, which shall not be unreasonably withheld. DBT may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

22. No Waiver

Failure to enforce any provision of this Agreement will not constitute a waiver of that or any other provision. A waiver must be in writing and signed by the waiving party.

23. Third-Party Vendors and Flow-Down Terms

DBT’s Services may incorporate or depend upon Third-Party Services. Customer’s use of any Third-Party Services is subject to the then-current Vendor Terms published by the applicable providers, which are incorporated by reference and may be accessed at /vendor-terms or as otherwise identified in the applicable SOW.

By executing an SOW or using Services that include Third-Party Services, Customer agrees to comply with corresponding Vendor Terms. Customer authorizes DBT to accept such Vendor Terms on Customer’s behalf solely for the purpose of provisioning or administering the Services.

DBT will exercise reasonable diligence in the selection and ongoing review of its Vendors and corresponding Vendor Terms. However, DBT does not control and is not responsible for the performance, availability, data retention, or security of any Third-Party Service, except to the extent directly caused by DBT’s gross negligence or willful misconduct.

24. Compliance, Export, and Anti-Corruption

Each party will comply with applicable laws, including U.S. export control laws and anti-bribery statutes. Customer will not export, re-export, or transfer any DBT-provided or vendor-provided software or technology in violation of such laws.

25. Security Incident Notification

DBT will notify Customer without undue delay upon confirmation of a data breach involving Customer Data within DBT’s control and will provide information reasonably available to DBT to help Customer meet legal notification obligations. Customer is responsible for notifying its own end users or customers if required by law.

26. Service Platform and Software Changes

DBT may modify or replace software, tools, or third-party services used to deliver the Services in order to maintain or improve performance, security, or reliability. DBT will provide at least sixty (60) days’ written notice before implementing any material change that impacts Customer’s operational environment or functionality.

27. Headings

The headings and subheadings in this Agreement are for convenience only and do not affect the interpretation or construction of any provision.

28. Limitation Period

Except for actions arising from non-payment, breach of confidentiality, or infringement of intellectual-property rights, any claim or cause of action arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues, or such claim shall be permanently barred.

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