License Agreement Terms for MasterSpec® and Specbuilder/E-Specs Software

20212410

This License Agreement (the “Agreement”) is entered into by and between Deltek, Inc. (“Deltek”), and the party identified on the Order Form (“Customer”). This Agreement grants Customer the limited right to use the products and services listed on the Order Form, subject to these terms and conditions. In the event of any conflict or other inconsistency, this Agreement shall control. With respect to MasterSpec®, Deltek enters this Agreement for itself and on behalf of The American Institute of Architects (“AIA”). MasterSpec® is copyrighted by the AIA and is exclusively published by Deltek for the AIA. MasterSpec® is a registered trademark of the AIA.

1. Definitions.

“Authorized Site” means the authorized site or sites listed on the Order Form.
“Authorized Third Party” means a third-party consultant, contractor or subcontractor that is hired by Customer and is not an (1) employee of Customer, or (2) affiliate of Customer.
“Authorized User” means (1) an employee or member of the Customer’s business or organization that is directly associated with an Authorized Site, or (2) an Authorized Third Party. 
“Copyright Notice means the copyright notice, attached as Exhibit A, which is required to be included on any Customer Product prior to distribution. 
“Effective Date" means the date of the last signature of an Order Form unless or otherwise defined in an Order Form.
“Customer Content” means the specifications, data, graphics, text, audio content, information or material, excluding those portions of the Customer’s Office Master that are not derived from the Product, owned by Customer prior to the Effective Date and used in connection with the use of the Product and the development of any Customer Product.
“Order Form” means a document executed by Customer and accepted by Deltek to purchase Deltek Products or Services.
“Customer Product” means a specification produced by Customer through the use of the Product.  
“Office Master” means a derivative of the product as an internal guide specification to document standards used practice-wide by a particular firm or firm’s site. 
“Specification Consultant” means a person or entity who utilizes MasterSpec for a third party who has retained the specification consultant’s service to develop specification(s) for a Specific Construction Project.
“Specific Construction Project” means Customer’s construction project or projects for which the Product was specifically prepared. 
“Term” The period of time commencing on the Effective Date and continuing for the duration of the period set forth in Customer’s Order Form, unless terminated earlier pursuant to any of the Agreement's express provisions.

2. License. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, Deltek grants Customer a limited, non-exclusive, nontransferable and non-sublicensable license to access and use the software, specification content and resources, and related documentation that are listed on the Order Form (collectively, the “Product”) during the Term. This license only permits the Customer to allow an Authorized User to use and access the Product to prepare Customer Product in accordance with the terms of this Agreement.

3. Specification Consultants. If Customer is a Specification Consultant, Customer may prepare Customer Product for its customers but may not prepare specifications for manufacturers or their products, or prepare any Office Master for any end user without that end user obtaining a MasterSpec License from Deltek. If Customer is a Specification Consultant and prepares Customer Product for its customers, Customer shall use best efforts to indicate in its agreement with its customers that the customer should obtain a MasterSpec License from Deltek to use the Customer Product.

4. Ownership; No Implied Rights. The Product is provided to Customer solely for use in accordance with express terms of this Agreement. Nothing in this Agreement grants to Customer or any third party, by implication, waiver, estoppel or otherwise, any intellectual property rights or other right, title or interest in or to the Product or the Customer Product. Deltek and AIA shall retain all of their respective rights, title and interest in and to the Product.

5. Permitted Use. Customer may use the Product, and permit an Authorized User to use the Product, solely for the following purposes (collectively, the “Permitted Use”):

  1. network and distribute the Product for use by an Authorized User at the Authorized Site in accordance with the terms of this Agreement;
  2. allow an Authorized User to edit the Product in the development of a Customer Product in accordance with the terms of this Agreement and solely for use on a Specific Construction Project;
  3. reproduce and distribute the Customer Product to Customer’s customers and other relevant parties as necessary for use on a Specific Construction Project, in a format that includes the Copyright Notice;
  4. upload or otherwise place the Product or a Customer Product on a shared environment that is password controlled and limited to Authorized Users and other third parties utilizing the environment for the Specific Construction Project, in accordance with the terms of this Agreement;
  5. distribute a Customer Product to third parties for evaluation and editing with respect solely to a Specific Construction Project, provided it is in a locked format that tracks any changes or comments and third parties are advised that the Customer Product cannot be further used or distributed for use other than on the Specific Construction Project; and 
  6. create or maintain an Office Master or edited guide specification as a template for creating a Customer Product for use in the performance of a Specific Construction Project or for the use in the performance of a future project provided that such use occurs under a valid and existing license with Deltek and in accordance with the terms of this Agreement.  

6. Restricted Uses. Customer, shall not, and shall not permit any Authorized User or third party, to access, use or perform any other act on or related to the Product or a Customer Product except as expressly permitted by this Agreement. Except as otherwise expressly permitted in this Agreement, Customer shall not at any time, directly or indirectly:

  1. use the Product for any purpose other than for preparing a Customer Product for use on a Specific Construction Project or for creating and maintaining an edited guide specification for creating a Customer Product;
  2. use or reuse the Product or a Customer Product within Customer’s organization at any site that is not an Authorized Site; 
  3. use or reuse the Product or a Customer Product on a project that is not included in the definition of “Specific Construction Project”;
  4. distribute, provide copies for review, allow access or send the Product to any third party that is not an Authorized User;
  5. distribute, provide copies for review, allow access or send the Customer Product to any third party without the Copyright Notice included;
  6. knowingly allow or encourage a customer or third party to edit the Customer Product once distributed by Customer, unless such customer or third party provides written documentation to Customer that is has a valid, existing and requisite license with Deltek, or Deltek provides its written permission and such customer or third party agrees to be bound by the terms of this Agreement; 
  7. use the Product or any component of the Products to create, improve, enhance, use as a research tool for, or update, a competing master specification system, including, without limitation, a new Office Master; 
  8. copy, distribute, rent, loan, disseminate, copyright, publish, sell, resell, transfer, reproduce or create any derivative versions of the Product or Customer Product, or any component of the Product or Customer Product, except as expressly permitted in this Agreement; or
  9. upload, distribute or otherwise place any Product, or any component of the Product, on the internet except as expressly permitted in this Agreement.

7. End-User License Agreement for SpecBuilder/e-SPECs Software. If the Product purchased by Customer includes Deltek’s SpecBuilder and/or e-SPECs Software (the “Software”), then Customer shall be bound by the End-User License Agreement for Deltek Software, attached as Exhibit B (the “EULA”). In the event of any conflict between this Agreement and provisions of the EULA, this Agreement shall control.  Deltek reserves the right to amend the EULA upon written notice to Customer.

8. Deltek Learning Zone (“DLZ”) Subscription. If the Product purchased by Customer includes a subscription to Deltek Learning Zone, then Customer shall be bound by the DLZ Terms, attached as Exhibit C (the “DLZ Exhibit”).

9. Product-Specific Terms. 

The following terms available at https://deltek.com/en/deltek-contracts/specpoint-ae are expressly added ONLY for Customers who have been provisioned and who are using the Deltek Specpoint Product (“Specpoint”). If Specpoint is not listed on your Order Form, these terms are deemed deleted from the Agreement. If Specpoint is reflected on your Order Form then the terms for Specpoint are expressly added to the Agreement.

10. Confidentiality and Customer Responsibility. 

  1. Customer understands and agrees that Customer must review the Product for completeness and accuracy and edit the Product before incorporating it into a Specific Construction Project. If Customer finds any errors or defects in the Product then Customer will use best efforts to promptly notify Deltek in writing with sufficient detail to enable Deltek to identify and correct such errors or defects.
  2. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, privacy and maintenance, and copyrights of all Customer Content. Customer acknowledges that it is solely responsible for maintaining the confidentiality of passwords used to access the Product and to only permit an Authorized User to access the Product. Customer is responsible for any and all activities by Customer or any Authorized User that occur under Customer’s Product account. Customer shall take commercially reasonable measures to safeguard and secure the Product from infringement, misappropriation, theft, misuse or unauthorized access.
  3. Customer agrees to promptly notify Deltek in writing if Customer becomes aware of any actual or suspected infringement, misappropriation or other violation of Deltek’s rights in the Product relating to Customer’s use of the Product. 
  4. Upon any suspected infringement, misappropriation or other violation of Deltek’s rights in the Product relating to Customer’s use of the Product, Customer understands and agrees that Deltek has the right, during normal business hours and on reasonable notice, to inspect, copy and review the records, servers and systems of the Customer related to (1) its use of the Product, (2) its distribution of the Product or a Customer Product, and (3) a Specific Construction Project. The inspection right provided by this Section shall apply to all forms of Customer records including, without limitation, records stored in paper, electronic or cloud based format.  
    5.  

11. General Terms and Conditions. 

  1. Disclaimer and Limitation of Liability.  Neither Deltek nor the AIA makes any representation or warranty as to (1) any Customer Product, (2) the completeness or accuracy of the information presented in the Product, (3) that the Product (including the media upon which it is transmitted) will operate in conjunction with any particular software, hardware or operating system, (4) that the Product will not be modified or discontinued, or (5) the accuracy or success of the results of a Specific Construction Project. Unless expressly stated in this Agreement, the Product is made available to Customer “as is” on the condition that Customer will make its own determination as to the Product’s suitability for Customer’s purposes before its use.

    THE AIA AND DELTEK MAKE NO (AND EXPRESSLY DISCLAIM ANY AND ALL) REPRESENTATIONS AND/OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT OR ANY Customer PRODUCT, OTHER INFORMATION OR SERVICES PROVIDED OR THE MATERIALS, PRODUCTS, SYSTEMS, OR APPLICATIONS TO WHICH THE INFORMATION REFERS.

    IN NO EVENT SHALL THE AIA, DELTEK, OR ANY THIRD PARTY WHO HAS PARTICIPATED IN DEVELOPING, MARKETING, OR DISTRIBUTING THE PRODUCT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES OR FOR ANY LOSS OF PROFITS INCURRED BY ANY PARTY IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE PRODUCT. IN ANY EVENT, EXCEPT FOR INDEMNIFICATION OBLIGATIONS ARISING FROM DELTEK’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, DELTEK’s AND AIA’s CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE PRODUCT, INCLUDING ANY USE OF A CUSTOMER PRODUCT PRODUCED THROUGH CUSTOMER’S USE OF THE PRODUCT, SHALL NOT EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID TO DELTEK BY CUSTOMER DURING THE IMMEDIATELY PRECEDING TWELVE MONTH PERIOD. Some states do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply to Customer.
  2. Indemnification. Customer shall indemnify and hold harmless Deltek and the AIA from any claim, demand, or damage, including costs and reasonable attorneys' fees, due to or arising out of third party claims related to (a) Customer’s or an Authorized User’s use of the Product in violation of any term or condition of this Agreement, (b) Customer’s or an Authorized User’s use of the Product in combination with any software, hardware, operating system or information prohibited by Deltek in writing, (c) any prohibited edits or modifications made by Customer or an Authorized User to the Product, (d) Customer’s or an Authorized User’s intentional misconduct, negligent acts or omissions related to a Specific Construction Project, (e) a third party’s use of any Customer Product unless related to Deltek’s negligent acts or omission in preparation and delivery of the Product, or (f) any violation or breach by Customer or an Authorized User of this Agreement, any applicable law, or any third party rights. Deltek shall indemnify and hold harmless Customer from any claim, demand, or damage, including costs and reasonable attorneys’ fees, due to or arising out of third party claims related to (a) Deltek’s intentional misconduct, negligent acts or omissions in preparation and delivery of the Product, or (b) Deltek’s actual infringement or misappropriation of a third party’s patent, copyright, trademark, trade secret or other intellectual property right in the Product.
  3. Customer Liability for Unauthorized Use. In the event Customer or an Authorized User (1) uses or reuses the Product or a Customer Product at any site that is not an Authorized Site, or (2) uses or reuses the Product or a Customer Product on a project that is not included in the definition of “Specific Construction Project”, then Customer shall be obligated to pay to Deltek the License Fee that would be due for such use had Customer or an Authorized User properly licensed the Product or Customer Product. In addition, if Customer fails to discontinue use of the Product or any Customer Product after the termination or expiration of this Agreement, Customer shall continue to be bound by the terms of this Agreement and shall be obligated to pay Deltek the License Fee for the time period during which such unauthorized use occurs.
  4. Term, Renewal and Termination. 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 Term, the Agreement will automatically renew for an additional period of twelve (12) months at Deltek’s then-current fees. However, the parties may agree in writing to renew for a longer periods and/or at other mutually agreed upon rates. Either party may terminate this Agreement as a result of a material breach by the other party, if (a) the non-breaching party provides written notice to the other party of the breach, and (b) such breach, if remediable, is not cured within fifteen (15) days of receipt of notice. However, Deltek may terminate this Agreement immediately upon written notification to Customer in the case of (a) AIA’s discontinuance of its service to Deltek, or (b) Customer’s breach of Deltek’s intellectual property rights or restrictions on Customer’s use of the Product. Upon termination for any reason, all licenses, access, and use granted under this Agreement shall immediately terminate. Customer shall (a) destroy all components of the Product and any Customer Product (b) remove the Product and any Customer Product from any website or database hosted by Customer, and (c) certify in writing that the Product and any Customer Product, including copies, have been destroyed and removed from Customer’s continued access and use. However, Customer shall be permitted to maintain possession of non-editable, PDF copies of Customer Products developed for a Specific Construction Project solely for archival project record purposes in accordance with the terms of this Agreement. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected. Termination shall not release Customer from any obligation to pay for the full term of the Agreement.
  5. Privacy. For purposes of Processing Personal Data subject to additional legal requirements, including, but not limited to Privacy Laws as defined in the Privacy Terms, Deltek and Customer agree that such Processing will be in accordance with the Deltek General Privacy Terms ("Privacy Terms") located at https://www.deltek.com/en/deltek-contracts/is-privacy-terms. In the event of conflict between these terms and conditions and the Privacy Terms, the Privacy Terms shall prevail. The capitalized terms in this privacy section have the meaning described in the Privacy Terms.
  6. Confidentiality. In connection with this Agreement each party may disclose (as the “Disclosing Party”) or make available to the other party (as the “Receiving Party”) Confidential Information. “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential”. The Receiving Party hereby agrees that the Confidential Information will be used by it solely for the purpose of this Agreement. Except as otherwise provided in this Agreement, the Receiving Party shall not use any Confidential Information for its own benefit, or publish, or otherwise disclose to others, or permit the use by others for their benefit or the detriment of the Disclosing Party; provided, however, that nothing in this Section shall prevent Deltek from collecting information of the Customer and aggregating such information with other Deltek customers’ information in a manner that does not identify the name or identity of Customer.
  7. Governing Law. This Agreement will be governed in all respects by the laws of the State of Delaware.  
  8. Compliance. Customer warrants that it will comply with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
  9. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes and replaces any and all prior written, oral agreements, or purchase order terms. Nothing contained in this Agreement shall be construed to limit either party’s rights and remedies available at law or in equity. A party’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Customer may not in whole or part, assign, transfer, novate, subcontract or sublicense this Agreement or any right or obligation under it except with Deltek’s prior written consent, and any assignment made in violation of this provision shall be invalid.  However, Customer may assign this Agreement, without Deltek's written consent, to any successor in interest by way of merger or the acquisition of substantially all of Customer’s assets; provided that (1) assignor's account with Deltek is current at the time of assignment, (2) assignee is not a direct competitor of Deltek, and (3) assignee will be bound by Deltek’s then-current terms and conditions.
  10. Changes in Terms and Conditions upon Renewal. Deltek reserves the right to revise future prices of the Product and change these terms and conditions upon a renewal of this Agreement. In no event shall Deltek increase any price payable hereunder for any annual period by more than seven percent (7%) over the preceding annual period. Such changes or revisions shall only become effective upon delivery of a written notice to Customer.
  11. License Fee and Payment Terms. In consideration of the rights granted hereunder, Customer shall pay to Deltek the license fees set forth on Order Form for use of each Deltek Product (“the License Fee”) during the Term. The License Fee is non-refundable. The Customer Fee shall be received on or prior to the Effective Date. All subsequent payments due hereunder shall be made on a Net 30 day schedule. In the event any payment due hereunder is not paid in full within ten (10) business days following receipt of notice that such payment is past due, Deltek may, in its sole discretion, terminate this Agreement and Customer’s access to the Product.
  12. Protection of Deltek Intellectual Property Incorporated in Customer Product. Customer agrees to use best efforts to assist Deltek with the enforcement of Deltek intellectual property contained in Customer Product with respect to Customer customers. These efforts shall include, without limitation, providing Deltek reasonable assistance to communicate with Customer customers any Deltek take-down/action requests with respect to the Products if Deltek has a good faith belief that a Customer's customer is violating Deltek’s intellectual property rights. Furthermore, Customer shall use best efforts to include the Copyright Notice, at least once in a conspicuous location, in any Customer Product.

EXHIBIT A
Copyright Notice
“MasterSpec Copyright © 2021 by the American Institute of Architects, portions Copyright © 2021 by “AYZ firm” for “ABC Project”. Warning: This AIA MasterSpec based document is protected by U.S. Copyright Law and International Treaties.”

EXHIBIT B
END-USER LICENSE AGREEMENT FOR DELTEK SOFTWARE

This End User License Agreement for Deltek Software (“EULA”) is attached to and expressly made a part of the Agreement. Deltek and Customer hereby agree as follows:

This End-User License Agreement (the “EULA”) is entered into by and between Deltek, Inc. (“Deltek”), and the party identified on the Order Form (“Customer”). This EULA grants Customer the limited right to use the products and services listed on the Order Form, subject to these terms and conditions.

License

1. License. Subject to the provisions of this EULA, Deltek grants to Customer a revocable, non-transferable, non-sublicensable, and non-exclusive License to use the SpecBuilder and/or e-SPECs Software, as applicable (the “Software”), solely in object code form.

2. Ownership. The Software is provided to Customer solely for use in accordance with express terms of this EULA. Nothing in this EULA grants to Customer or any third party, by implication, waiver, estoppel or otherwise, any intellectual property rights or other right, title or interest in or to the Software. Deltek shall retain all of their respective rights, title and interest in and to the Software.

3. Third Party Software. By entering into this EULA, Customer acknowledges that the Software may be subject to additional license agreements between Deltek and other third-parties regarding software and content that is embedded in the Software, and Customer is the end-user of Software licensed to Deltek. Customer acknowledges that the Software may include elements that are licensed to Deltek under, and are subject to, such third-party license agreements. Customer agrees that it takes the license granted herein subject to any such third-party license agreements, and all of Deltek’s rights in any third-party software are subject to such third-party license agreements reservation of rights. Customer acknowledges and agrees that Customer is licensed to use the Software only in accordance with the express provisions of this EULA and not further or otherwise. 

4. Support. Deltek will provide telephone and electronic support during Deltek’s published support hours for Customer to report problems related to Customer’s use of the Software and for assistance with regard to such problems. Deltek will use commercially reasonable efforts to provide Error Corrections for all verifiable, reproducible Errors reported to Deltek. "Error" means a significant failure of the Software to substantially conform to the Documentation. "Error Correction" means either a software modification or addition in object code form that when made or added to the Software establishes substantial conformity to the Documentation or a procedure or routine that, when included in the regular operation of the Software, eliminates the practical adverse effect on Customer of such nonconformity. An Error Correction shall be considered a portion of the Software within the meaning of the license grant in 1.1 above. Customer acknowledges that Deltek may not issue Error Corrections for all Errors. Customer shall receive periodic improvements and/or additions to the Software, including Error Corrections ("Updates"). All such Updates shall become part of the Software. Updates shall not include any new feature or substantial additional functionality which, in Deltek's sole discretion, is subject to additional licensing fees and/or provisions. Deltek’s support obligations shall be excluded in the following circumstances: (a) following willful damage to the Software or negligence in its use by Customer; (b) where the Software has not been used, maintained, and/or stored in accordance with any instructions or recommendations given by Deltek to Customer or in accordance with the provisions of this EULA; (c) where problems with the Software arise from software not supplied by Deltek; (d) where the Software is used other than in the correct configuration; and/or (e) following any unauthorized use of or modification to the Software.

Use, etc.

5. Restrictions. Customer shall not, to the fullest extent permitted by law: (a) copy or reproduce the Software; (b) merge the Software with any other software; (c) translate, adapt, vary, or modify the Software; or (d) disassemble, decompile, or reverse engineer the Software, or otherwise attempt to derive the source code of the Software.

6. Further restrictions. Customer shall not: (a) provide, disclose, demonstrate, or otherwise make available the Software to any third party except as expressly permitted in this EULA; or (b) use the Software to provide any training for any third party; or (c) sell, lease, rent, transfer, hire-out, license, sub-license, assign, distribute, publish, charge, pledge, encumber, or have any software written or developed that is based on or derived from the Software. Notwithstanding the foregoing, in the event that Customer is required to offer a limited sub-license to its customers to access the Software to allow its customers access to e-SPECs for purposes of editing eSPECs, Customer must first obtain Deltek’s written permission to do so and Customer’s customer must agree to be bound by the terms set forth in this Agreement. 

7. Obligations. Customer shall at all times: (a) supervise and control access to and use of the Software in accordance with the provisions of this EULA; (b) provide Deltek from time to time on request with contact details for the person(s) responsible for supervising and controlling such access and use.

Confidential Information

8. Confidential Information: In connection with this EULA each party may disclose (as the “Disclosing Party”) or make available to the other party (as the “Receiving Party”) Confidential Information. “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential”. The Receiving Party hereby agrees that the Confidential Information will be used by it solely for the purpose of this EULA. Except as otherwise provided in this EULA, the Receiving Party shall not use any Confidential Information for its own benefit, or publish, or otherwise disclose to others, or permit the use by others for their benefit or the detriment of the Disclosing Party; provided, however, that nothing in this Section shall prevent Deltek from collecting information of the Customer and aggregating such information with other Deltek customers’ information in a manner that does not identify the name or identity of Customer.

Acknowledgements, disclaimers, etc.

9. Acknowledgements. Customer acknowledges and agrees that the Software is not error-free and agrees that the existence of any errors in the Software shall not constitute a breach of this EULA by Deltek.

10. NO IMPLIED WARRANTIES, ETC. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS PROVIDED "AS IS" AND THAT THE EXPRESS UNDERTAKINGS OF DELTEK HEREUNDER ARE INTENDED TO REPLACE AND SUPERSEDE ANY WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE, DELTEK GIVES NO WARRANTY OR GUARANTEE THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE USE OF THE SOFTWARE WILL BE UN-INTERRUPTED, OR THAT ANY ERRORS AND/OR DEFECTS IN THE SOFTWARE CAN OR WILL BE CORRECTED.

11. DISCLAIMER OF WARRANTIES. REGARDING THIRD PARTY PRODUCTS EMBEDDED OR INCLUDED IN THE SOFTWARE, CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE IS A PRODUCT PROVIDED TO DELTEK BY A THIRD PARTY AND DELTEK’S ABILITY TO MAKE REPRESENTATIONS AND WARRANTIES REGARDING THE SOFTWARE IS THEREBY LIMITED. DELTEK MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, OR EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM INTEGRATION, NON-INFRINGEMENT, DATA ACCURACY, OR QUIET ENJOYMENT (ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED). DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THIRD PARTY PRODUCTS SHALL BE UNINTERRUPTED OR ERROR-FREE.

12. Limitation of Liability and Exclusive Remedy. EXCEPT AS SET FORTH IN SECTION 13 OF THIS EULA, CUSTOMER’S EXCLUSIVE REMEDY IS TO CEASE USING THE SOFTWARE. IN NO EVENT SHALL DELTEK OR ANY DELTEK PARENT, SUBSIDIARY, OR AFFILIATE, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY OTHER DAMAGES OF ANY KIND OR NATURE OR IN ANY MANNER WHATSOEVER, REGARDLESS OF THE CAUSE OF ACTION; INCLUDING ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR GOODWILL, OR TAX LIABILITY RESULTING FROM THE USE, MISUSE, OR INABILITY TO USE THE SOFTWARE (OR ANY PORTION THEREOF), MAINTENANCE, OR ANY OTHER PRODUCTS OR SERVICES, PROVISION OF OR LACK OF SUPPORT, OR OTHERWISE, EVEN IF DELTEK HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

13. Indemnity. Customer shall indemnify and hold harmless Deltek from any claim, demand, or damage, including costs and reasonable attorneys' fees, due to or arising out of third party claims related to (a) Customer’s use of the Software in violation of any term or condition of this EULA, (b) Customer’s or use of the Software in combination with any software, hardware, operating system or information prohibited by Deltek in writing, (c) any prohibited edits or modifications made by Customer to the Software, (d) Customer’s intentional misconduct, negligent acts or omissions related to its use of the Software, (e) a third party’s use of the Software, or (f) any violation or breach by Customer of this EULA, any applicable law, or any third party rights. Deltek shall indemnify and hold harmless Customer from any claim, demand, or damage, including costs and reasonable attorneys’ fees, due to or arising out of third party claims related to (a) Deltek’s intentional misconduct, negligent acts or omissions in preparation and delivery of the Software, or (b) Deltek’s actual infringement or misappropriation of a third party’s patent, copyright, trademark, trade secret or other intellectual property right in the Software.

Duration and termination

14. Commencement and termination. This agreement, and the License granted hereunder, shall commence on the effective date or first use of the Software, whichever is earlier, and shall continue for the Term unless and until terminated.

15. Termination. Either party may terminate this EULA as a result of a material breach by the other party, if (a) the non-breaching party provides written notice to the other party of the breach, and (b) such breach, if remediable, is not cured within fifteen (15) days of receipt of notice. However, Deltek may terminate this EULA immediately upon written notification to Customer in the case of Customer’s breach of Deltek’s intellectual property rights or restrictions on Customer’s use of the Software. Upon termination, any License granted by Deltek under this EULA shall automatically terminate without further notice, and Customer shall make no further use of, or carry out any other activity in relation to, the Software.

General

16. Invalid clauses. If any provision or part of this EULA is held to be invalid, amendments to this EULA may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this EULA to the maximum extent permissible under applicable law.

17. No agency. Nothing in this EULA shall create, evidence, or imply any agency, partnership, or joint venture between the Parties. Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf.

18. Governing law and dispute resolutions. The validity, construction, and performance of this EULA shall be governed by and construed in accordance with the laws of Delaware. 

19. No use of names, etc. Neither Party shall use the names, marks, trade names, trademarks, logos, or registered images of the other Party without that Party’s prior written consent.

20. Entire agreement. This EULA is entered into in furtherance of the License Agreement between the parties and nothing in this EULA is intended to supersede the provisions of the License Agreement. Notwithstanding the foregoing, this EULA sets out the entire agreement between the Parties relating to the Software and supersedes all prior oral and written agreements, arrangements, or understandings between them relating to such subject. This EULA may not be assigned or transferred without the prior written consent of Deltek. 

EXHIBIT C

Deltek Learning Zone (“DLZ”) Access. These DLZ terms shall control in the event of a conflict. DLZ shall be considered Services, as defined in the Agreement, and subject to the same Customer restrictions and obligations of the Services, except as expressly modified below. DLZ is offered on an “as is” and “as available” basis without any warranty. The following additional terms apply to DLZ:

  1. "Content" means the audio, video, text, graphics, data, and other information that Deltek makes available to Customer through the DLZ.
  2. "Authorized DLZ User" means an individual who is authorized in accordance with the Agreement by Customer to access and use the Deltek Services.
  3. Authorized Users.
    1. An Authorized DLZ User may, if legally permitted, disclose the Content to other employees of Customer, provided that such Authorized DLZ 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 DLZ User. Customer is solely responsible for maintaining the confidentiality of its usernames and passwords for any access to the Content.
  4. Format. Except as described in Deltek Learning Zone (“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 Services 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.

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 DLZ excluding third party content.
  2. License Grant. Provided Customer has purchased a Subscription for DLZ, Deltek grants to Customer a nonexclusive, nontransferable license to use the DLZ Licensed Content as described in this section 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 DLZ 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.

20212410