Deltek Learning Zone (“DLZ”) Access

The applicable General Terms and these DLZ terms shall govern the use of DLZ. These DLZ terms shall control in the event of a conflict. DLZ shall be considered a Subscription Service, as defined below, and subject to the Customer restrictions and obligations described below. DLZ is offered on an “as is” and “as available” basis without any warranty. For purposes of these DLZ Product-Specific terms, the definition for “Product” shall include “Subscription” or “Subscription Services” as defined below.

1. Definitions:
   
   1. "Authorized User" means an individual who is authorized by Customer to access and use the Subscription Service, who must be (i) Employees of Customer, (ii) Employees of an Affiliate, or (iii) third party personnel contracted to operate the Subscription Service on behalf of Customer. Customer is responsible for verifying that its Authorized Users are properly authorized in accordance with applicable law, regulatory requirements, and obligations under this Agreement.
   2. "Content" means the audio, videos, text, graphics, data, and other information and Content that Deltek makes available to Customer through the Subscription Service.
   3. “Employee” shall have the same meaning as contained in the Software License terms.
   4. “Subscription” or “Subscription Service” shall mean the right of a Customer and its Authorized Users to access subscribed to content made available during the Subscription Period.
   5. “Subscription Period” means for purposes of DLZ, the period during which Customer may use the Subscription Service, as specified in the Order Form. Unless otherwise specified in the applicable Order Form, the Subscription Period begins on the Effective Date of the Order Form.
2. Authorized Users.
   1. An Authorized User may, if legally permitted, disclose the Content to other employees of Customer, provided that such Authorized User:
      1. reproduces all proprietary notices relating to the Content,
      2. identifies Deltek or its licensors as the owner of the Content and all intellectual property rights therein, and
      3. advises such other employees that use of the Content is subject to the terms and conditions of this Agreement.
   2. Except as otherwise permitted under this subsection, Customer will not disclose the Content to any person or entity, other than an Authorized User. Customer is solely responsible for maintaining the confidentiality of its user names and passwords for any access to the Content.
3. Use of Subscription Service.
   1. Policy on Acceptable Use. Customer is responsible for use of the Subscription Service by those to whom Customer provides access. Deltek reserves the right to deactivate or suspend Customer's or any Authorized User’s access if use of the Subscription Service is found or reasonably suspected, in Deltek's judgment, to violate these use restrictions.
   2. Use Restrictions. Customer agrees not to:
      1. sell, lease, sublicense, assign or otherwise transfer its rights to access and use the Subscription Service,
      2. copy, modify, publish, sell, export, distribute, transfer or perform, or prepare derivative works of, reverse engineer, decompile or otherwise attempt to extract the source code or source data from the Subscription Service except and only to the extent permitted or required by law,
      3. disclose or display the Content, falsify or misrepresent any personal or business information regarding an individual’s identity or intentions, or grant access to any part of the Subscription Service to any person or entity who is not an Authorized User, including, without limitation, any consultant or customer of Customer, other than with written permission from Deltek,
      4. access or collect any information from the Subscription Service through the use of "web bots," "scraping," "crawling," "spidering," or any other method not explicitly approved in writing by Deltek,
      5. provide, post, or transmit any data that infringes or violates any Intellectual Property Rights or publicity/privacy rights, or that contains any viruses or programming routines that may damage, interrupt or appropriate the Subscription Service,
      6. use or make the Subscription Service available on a service bureau or time sharing basis,
      7. use the Subscription Service, Content, or Documentation to create any service offering, computer software program, training materials or user documentation that is similar to the Subscription Service or Documentation,
      8. use or facilitate use of the Subscription Service in any way that is harassing, harmful, obscene, threatening, libelous, or otherwise tortious, or for illegal, abusive or unethical activities (including violations of law or privacy, hacking or computer viruses), or
      9. permit any Authorized User or other third party to do any of the foregoing.
4. Authorized Users and Usage.
   1. Authorized User IDs. Each Authorized User is issued a user ID and password which may not be shared or used by more than one person. However, a user ID and password may be reassigned from time to time to a new Authorized User replacing a former Authorized User. Customer is responsible for all access through Customer user IDs. Authorized Users are limited to the number specified in the applicable Order Form. Customer may not use or permit use of the Subscription Service or Documentation by anyone other than Customer's Authorized Users.
   2. Customer will not permit access to any user who is listed by any government or law enforcement agency as a party with whom doing business has been restricted or prohibited for any reason, including without limitation, companies on the U.S. embargoed list, the U.S. Denied Persons List, FBI most wanted and Interpol most wanted.
   3. Additional Authorized Users. Customer may add Authorized Users during a Subscription Period. The Subscription Period for any additional Authorized User shall end with the Customer's current Subscription Period for that Subscription Service and the Subscription Fee shall be prorated accordingly. Except where the Subscription Fee is a flat fee or the Order Form indicates otherwise, Customer agrees to notify Deltek if the number of Authorized Users increases and to pay the additional Subscription Fees as specified in the Order Form for those additional Authorized Users. The number of Authorized Users cannot be reduced during any Subscription Period.
5. Format. Except as described in the DLZ Content License section below, Deltek has no obligation to make the Content available to Customer in any particular format or to otherwise modify the Software to allow Customer to download the Content. Deltek shall, in its sole discretion, determine the format in which Content will be made available to Customer.
6. Renewal of Orders. Unless either party has given the other party written notice of non-renewal at least thirty (30) days prior to the end of a respective Subscription Period or renewal Subscription Period, each Subscription will renew for an additional period of twelve (12) months at then-current Subscription fees.

Deltek Learning Zone (“DLZ”) Content License.

The DLZ Content License is an add-on product to DLZ and is subject to the DLZ terms described above except as modified below.

1. “Licensed Content” for purposes of this DLZ Content License, “Licensed Content” shall mean the Deltek developed and owned audio, videos, text, graphics, data, and other information that Deltek makes available to Customer through the DLZ Subscription Service excluding third party content.
2. License Grant. Provided Customer has purchased a DLZ Subscription Service, Deltek grants to Customer a nonexclusive, nontransferable license to use the DLZ Licensed Content as described during the Subscription Period. No other right or license is granted by Deltek to Customer. This License Grant does not give Customer any rights, title, or interest in any of the Licensed Content other than as provided under this Agreement.
3. Delivery. Deltek will provide the Licensed Content to Customer through Deltek Software Manager.
4. Permitted Use. Customer may upload the Licensed Content into Customer’s Learning Management System (LMS) or similar application solely for Customer’s internal use during the Subscription Period.
5. Termination. Upon expiration or termination of Customer’s DLZ Content License, Customer shall immediately cease using and uninstall the Licensed Content. Within five business days following the termination or expiration of the DLZ Content License a corporate officer of Customer shall execute a statement certifying that Customer has fully complied with the terms of this Termination section and acknowledging that all rights to use the Licensed Content have been terminated and that any further use of the Licensed Content is unauthorized and would be in violation of Deltek’s rights.