Terms of Service & End User License
Agreement

Last Updated: January 1, 2019

PLEASE READ ALL OF THE FOLLOWING TERMS OF SERVICE BEFORE USING THIS WEBSITE

General Terms

CPC, LLC owns and provides various websites (the "Websites"), services, and software (such as DBDesigner.net) that facilitate online database modeling tool or other types of content creation and sharing, collectively, the "Services". These Terms of Service govern users access to and use of the DB Designer website available at dbdesigner.net and any information, date, text, graphics, pictures or other materials downloaded or appearing on the DBDesigner.net and DB Designer services

  1. BY ACCESSING AND USING THE SERVICES IN WHOLE OR IN PART YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS SET FORTH BELOW ("ToS”, “Terms", "Terms of Service", “Terms of Service”). IF YOU REPRESENT A COMPANY, YOU AGREE THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS OF SERVICE ON BEHALF OF YOUR COMPANY, AND BY ACCESSING AND USING THE SERVICES IN WHOLE IN OR IN PART YOU AGREE ON BEHALF OF YOU AND YOUR COMPANY TO BE BOUND BY THESE TERMS OF SERVICE.

  2. These Terms are the entire and exclusive agreement between DB Designer and the entity that uses the Service (the "User") regarding the Service, unless a separate agreement in writing regarding the Service was made. In the event of a discrepancy between the agreement and these ToS, the agreement shall prevail the ToS.

  3. DB Designer reserves the right, at its sole discretion, to change, modify, update, add, or remove portions of the terms of service at any time, with or without notice to you. It is your responsibility to check these terms of service for changes. Your continued use of the services after the posting of any changes to the terms of service will signify your acceptance of those changes. You can review the current version of the Terms of Service at any time at https://www.dbdesigner.net/terms

  4. This service is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose. In no event shall we accept liability for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the service or the use or other dealings in the service.

  5. By using the services, you also consent and agree to our privacy policy. You can review the most current version of the Privacy Policy at any time at https://www.dbdesigner.net/privacy

Account Registration

You must register to access and use certain parts of the Services. You must agree to the following terms to complete registration

  1. Use of the Services is restricted to users at least 13 years of age. If you are under the age of 13, you must use an account created by a parent or guardian, and you must have the explicit permission of a parent or guardian to use the Services.

  2. If you are under the age of 18, you must have the explicit permission of a parent or guardian to sign up for any paid services on the Services.

  3. One person or legal entity may not maintain more than one free account.

  4. When you enter or try to use a part of the Services that requires registration, you will be prompted to create an account (a "User Account") or log into your existing User Account. You understand that if you are so prompted you will not be able to continue using that portion of the Services without having a User Account.

  5. If you are registering on behalf of a company, by registering you agree that you have the requisite authority to register on behalf of such company. You agree that any information you provide when registering for the Services, and at any time thereafter is true, accurate and complete and that, where applicable, you will update all such information as necessary to maintain its truth, accuracy and completeness.

  6. You are responsible for maintaining the confidentiality of your password, and will be solely liable for all actions taken via your account, whether or not made with your knowledge or authority. DB Designer cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

Using of the Services

  1. DB Designer grants you a non-exclusive license to access and use the Services in accordance with these Terms of Service. You agree not to use, copy, modify, reformat, rent, lease, lend, frame, create derivative works, publicly display, download, store, reproduce, transmit, provide links to, republish, upload, post, reprocess, make commercial use of, or distribute the Services, in whole or in part.

  2. DB Designer shall use all commercially reasonable efforts to make its Services available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays.

  3. DB Designer shall provide you with basic online support for the Services at no additional charge, and/or upgraded support if purchased separately, and shall provide the Services only in accordance with applicable laws and government regulations.

Billing & Payment Terms

  1. You understand that certain services require monthly and/or annual payments ("Subscription Fee") to continue to use such services. These fees are posted and updated periodically on the DB Designer web site (DBDesigner.net). DB Designer reserves a right to change the Subscription Fee at anytime for any plan.

  2. Unless otherwise stated, all fees are in U.S. Dollars. A valid credit card or a PayPal payment validation is required for Subscription Fees and Transaction Fees. Free accounts are not required to provide a credit card number. An upgrade from the free plan to any paying plan will immediately be billed to you. For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.

  3. Downgrading your plan will NOT cause any data/content loss but some features may become unavailable.

  4. You agree to pay all charges that are applicable to you as set forth on the DB Designer website and/or in these Terms of Service. You agree that the address and email address you provide in your account settings are valid addresses and that DB Designer may contact you at such addresses or through other electronic or facsimile communications. DB Designer reserves the right, at any time and at its discretion, to change any fees and any other pricing terms. Any changes shall be posted on the DB Designer website and will be effective after such posting. DB Designer reserves the right but has no obligation to notify you through the contact information you provide of any such changes.

  5. Any fees paid to DB Designer by you pursuant to these Terms of Service are nonrefundable. The Services are billed in advance on a monthly basis and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. Any exception to this policy is at the sole discretion of DB Designer.

  6. If, for whatever reason, your payment method fails, and the payment does not go through, DB Designer reserves the right to suspend your access to the Services. If you fail to pay the applicable charge within one (1) day of the date of suspension, or to otherwise negotiate a payment plan for all amounts then due, DB Designer reserves the right to cancel your account. In the event DB Designer cancels your account for non-payment, all amounts due and unpaid from you to DB Designer for use of the Services shall become immediately due and payable. In the event of non-payment and the exhaustion of the procedures set forth in this section, DB Designer reserves the right to seek payment using any remedies allowed to it by law. DB Designer shall have the right to recoup all payments due to it under this agreement as set forth in this agreement.

  7. If you wish to dispute any charge invoiced to you by DB Designer, you agree to submit the disputed charge to us no later than five (5) business days after the disputed charge is posted to your account. You are responsible for reviewing any charges made to your account. You may submit a disputed charge by contacting us through the DB Designer website, email, telephone, or mail.

  8. You may downgrade or cancel your paid subscription at any time. If you do, we'll treat your information responsibly. You can downgrade, upgrade or cancel your subscription by visiting “Billing & Payments” setting page from your account dashboard at any time.

  9. Complete billing and payment history will be available in your account Billing & Payments settings page. You can update your payment information or download receipts and invoices by visiting Billing & Payment settings page from your account dashboard.

Data & Content Ownership

We claim no intellectual property rights over the material you provide to the Services. Your profile and materials uploaded remain yours. However, by setting your pages to be viewed publicly and sharing the public link with others, you agree to allow others to view your Content.

You acknowledge that you are responsible for the information and content that you produce, import, store and access to the Services ("Content"), and that you will have full responsibility for the Content, including its legality, reliability, appropriateness, originality and copyright. You further agree that you will not upload, post or otherwise make available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right, and the burden of determining that any material is not protected by any such right is on you. YOU SHALL BE SOLELY LIABLE FOR ANY DAMAGE RESULTING FROM ANY INFRINGEMENT OF COPYRIGHTS, TRADEMARKS, PROPRIETARY RIGHTS, OR ANY OTHER HARM RESULTING FROM THE CONTENT.

YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY CONTENT YOU PRODUCE USING SERVICES. DB Designer will not license your Content to any third parties without your explicit permission.

Restriction of Use

  1. User can not use the Service for any illegal purpose or in any manner inconsistent with these Terms.

  2. User has no right to use the Service for providing any illegal content.

  3. User of free of charge version of Service agrees that:
    • any materials whether created itself in the Service (including but not limited to database model and script) (“Content”) or on the basis of Content of other user can be publicly available via internet for unlimited number of users and user of free of charge version of Service hereby grants to DB Designer non-paid, non-exclusive, non revocable license to publish and share Content as a part of Service. User of free of charge Service can suspend the license by buying paid version of Service (for the period of using paid version of Service).

    • any internet user can access, use or modify publicly available Content and user of free of charge version of Service hereby grants to each user and to the public a worldwide, non-paid, non-exclusive, non revocable license to access, view, modify and publicly share, perform or publish Content whether created itself or on the basis of Content of other user.

    • user name and surname will be publicly available as the author of Content.

  4. User of Academic (non-commercial) version of Service may use it only for personal usage and for their own benefit, not for resale, transfer or sell and not for use by any other person or entity.

  5. User that is not a natural person grants DB Designer royalty-free, perpetual, non-exclusive, worldwide right to use their name and trademark on DB Designer website for promotional purposes. While using the trademark DB Designer shall comply with User’s trademark usage guidelines, provided that such guidelines are delivered to DB Designer User may withdraw the consent to use their trademark at any time, in writing or by e-mail to [email protected]

Intellectual Property & Copyrights

  1. DB Designer retains all rights in and to, including without limitation, the copyrights, patents, and trade secrets, trademarks or service marks contained in or relating to the Services (collectively the "DB Designer Intellectual Property") that are the exclusive property of DB Designer and/or its licensors. We do not transfer any rights in or to the DB Designer Intellectual Property to you.

  2. Content of the Services that incorporates or includes any of the DB Designer Intellectual Property may not be used, copied, reproduced, distributed, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of DB Designer or the rightful owner, as applicable.

Confidentiality

Confidential Information is any oral, written, graphic or machine-readable information disclosed by DB Designer that is designated in writing to be confidential or proprietary or is otherwise reasonably understood to be confidential. Confidential Information shall include, but not be limited to, any and all data regarding the performance of any functionality of the Services.

  1. You agree to not disclose or use any Confidential Information without the prior written consent of DB Designer, and to maintain the confidentiality of the Confidential Information.

Termination

Upon termination of your use of the Services for any reason, all of your rights to access and use any and all parts of the Services shall immediately terminate.

Changes to the Services

DB Designer has the right to change or modify, upgrade, add to, or discontinue the Services or any portion or feature thereof at any time without notice. DB Designer also reserves the right to assign any rights, licenses, or obligations arising out of or relating to these Terms of Service or to the Services without restriction.

Sole Remedy

Your sole remedy for any dispute with DB Designer is to stop using the Services.

Legal Jurisdiction

These Terms shall be governed and construed in accordance with the laws of Texas, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

No Waiver

A lack of enforcement will not result in waiver of any term. Also, no waiver by either party of any breach or default shall be deemed to be a waiver of any preceding or subsequent default.

Disclaimer and Limitation of Liability

The Services are provided "AS IS", "WITH ALL FAULTS", and "AS AVAILABLE". YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. DB Designer does not GUARANTEE that users will be able to access the Services at all times or places, that DB Designer will have adequate capacity for all users, OR THAT THE SERVICES WILL BE OPERABLE with your equipment. TO THE FULLEST EXTENT PERMITTED BY LAW, DB Designer, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, including implied warranties of merchantability, suitability, quality, accuracy, fitness for particular purposes and non-infringement. DB Designer MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OF ANY WEB SITES LINKED TO THE SERVICES. DB Designer DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES PROVIDED, ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY LINKED WEB SITE OR FEATURED IN ANY ADVERTISING, AND DB Designer WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY.

You understand that DB Designer uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.

IN NO EVENT SHALL DB Designer, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES CONTENT, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF THE SERVICES, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR INTEROPERABILITY PROBLEMS, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, ANY ERRORS OR OMISSIONS IN ANY CONTENT, USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, YOUR USE, OR INABILITY TO USE, ANY PORTION OF THE SERVICES OR FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING YOUR DATA) INCURRED AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Any questions or concerns about the Terms of Service should be sent to [email protected]