SaaS Terms

20210408

These SaaS Terms, as well as the General Terms and the applicable Order Form (which are expressly incorporated by reference), govern the agreement between Customer and Deltek for Deltek’s Services (“Agreement”).

ST1 Definitions. In addition to the definitions below, the SaaS Terms uses terms defined in the General Terms.

ST1.1 "Administrator" means an appointed employee of Customer with the ability to make service requests plus rights to reset an administrative password with respect to the Services. Customer will have one Administrator.

ST1.2 "Authorized User" means an individual who is authorized by Customer to access and use the Services, who must be (i) Employees of Customer, (ii) Employees of an Affiliate, or (iii) third party personnel contracted to operate the Services 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.

ST1.3 "Employee" means:

  1. for Deltek Costpoint-related Services, any full-time, part-time, or seasonal employee who is accounted for in the employee master file contained in the Services;
  2. for Deltek Maconomy-related Services, any active full-time, part-time or temporary/seasonal employee required by Customer to record time in the Services, excluding independent contractors, subcontractors, and inactive or terminated employees. Customer is required to have a Subscription for every person that enters data in the Services;
  3. for Deltek Vision, Deltek Vantagepoint and Deltek Ajera-related Services, any active, or inactive full-time, part-time or seasonal employee, or subcontractor who will be accounted for in the employee information center, excluding terminated employees. For these products, “Subcontractor” means any non-employee who will be accounted for in the employee information center for the purposes of entering time and expenses against projects;
  4. for Deltek Project Information Management (PIM) (formerly Union Square) related products, any active or inactive full-time, part-time or seasonal employee of Customer or an Affiliate of Customer.

ST1.4 "Named User" means anyone Customer has authorized to use the SaaS by issuing an access code. A Named User is an Authorized User.

ST2 Services Rights & Subscription Period. Deltek grants to Customer a non-exclusive, non-transferable, non-sublicenseable right to access and use the Services described in the Order Form for Customer’s internal use (meaning for purposes which do not directly produce revenue for Customer) during the Subscription Period. Customer shall have no right to receive any object code or source code relating to the Services. Customer grants to Deltek a non-exclusive, non-transferable right to access and use Customer Data as reasonably required to provide the Services. Customer may not copy or incorporate portions of the Documentation or "screen shots" of the Services except in training materials for Customer's internal use only, provided that the incorporated materials shall bear a notice of Deltek's copyright. While Deltek will take commercially reasonable efforts to make the Services available, Customer is responsible for acquiring and maintaining access to the internet (including but not limited to using an adequate web browser) in order to access and use the Services. Deltek shall not be liable for any failure of or interruption to such access and use resulting from failure or impairment of any network, software, web browser or equipment not under the control of Deltek. Customer shall be solely responsible for obtaining and maintaining all hardware and software necessary to access the Services.

ST2.1 Renewal of Orders. Unless either party has given the other party written notice of non-renewal of Services at least thirty (30) days prior to the end of a respective Subscription Period or renewal Subscription Period, each Service will renew for an additional period of twelve (12) months. In the event Customer renews the Service early, the renewed Service shall begin the day following the last day of the previous Subscription Period. If a Service is terminated or suspended, Deltek may charge its then-current setup fee to restore the Service.

ST2.2 Assignment or Transfer. To effectuate an assignment of SaaS made pursuant to the terms of this Agreement, the assignee shall provide evidence of the transaction and, if applicable, shall convert, true up, expand, or transfer the assigned Licenses subject to Deltek's then-current fees.

ST3 Use of SaaS Services.

ST3.1 Policy on Acceptable Use. Customer is responsible for use of the Services 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 Services is found or reasonably suspected, in Deltek's judgment, to violate the use restrictions set forth in this Agreement.

ST3.2 Use Restrictions. Customer agrees not to:

  1. sell, lease, sublicense, assign or otherwise transfer its rights to access and use the Services,
  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 Services except and only to the extent permitted or required by law,
  3. disclose, display or grant access to any part of the Services to any person or entity who is not an Authorized User, including, without limitation, any consultant or customer of Customer,
  4. collect any information from the Services 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 Services,
  6. use or make the Services available on a service bureau or time sharing basis,
  7. use the Services or Documentation to create any service offering, computer software program, training materials or user documentation that is substantially similar to the Services or Documentation,
  8. use or facilitate use of the Services 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),
  9. use the Services in any application or situation where failure of the Services could lead to death or serious bodily injury of any person, or to severe physical or environmental damage,
  10. attempt to disable or circumvent any security mechanisms used by the Services or otherwise attempt to gain unauthorized access to any portion or feature of the Services, including using manual or electronic means to avoid any use limitations placed on the Services, such as access and storage restrictions,
  11. use of the Services (including use of any device, software or routine) in a way that interrupts or interferes with, or attempts to interrupt or interfere with, the proper operation and working of the Services or any transaction being conducted on the Services, or increases risk to the integrity of any network, computer or communications system,
  12. forge headers or otherwise manipulate identifiers in order to disguise Customer’s or any Authorized User’s identity, or the origin of any message or other communication that Customer or any Authorized User sends to Deltek in connection with the Services,
  13. access or use the Services for purposes of monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes, including monitoring traffic absent permission or falsifying origin of data traffic,
  14. use the Services to process or store classified data. If Customer introduces classified data into the Services, Customer will be responsible for all sanitization costs incurred by Deltek,
  15. permit any Authorized User or other third party to do any of the foregoing.

ST3.3 Deltek Use of Services. Deltek may access and use the Services at Customer's request or to provide support. Deltek users do not count towards Customer's number of Authorized Users.

ST4 SaaS Add-Ons and Expansions. Customer may request to add new or expand existing Services, which will be agreed in writing and made coterminous with the anniversary date of the then-current Subscription Period and the fees will be prorated.

ST5 Authorized Users and Usage.

ST5.1 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 Services or Documentation by anyone other than Customer's Authorized Users.

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.

ST5.2 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 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.

ST5.3 Excessive Usage or Misuse. In the event that Customer's use of the Services degrades or otherwise interferes with the Services or other system performance, Deltek will take appropriate measures, which may include immediate suspension. Deltek will notify Customer of suspension; such notification will be in advance when reasonably possible. Upgrades to the processing capacity may be available at Deltek's option, but will be subject to an additional charge.

ST6 Service Updates.

ST6.1 Deltek Updates. Deltek regularly provides updates which may include alterations to and replacement of features and functionality. Some changes to the Services may occur automatically, while others may require Customer to schedule and implement the changes.

ST6.2 Customer Code. Customer acknowledges that if Customer provides Deltek any software code to promote into a test or production environment in the Services, Deltek reserves the right to review and, at its sole discretion, reject such code based on performance, security, or other issues involving the possibility of a disruption to the operation of the Services. Customer will not submit any code for promotion that contains any computer viruses, worms, Trojan horses, back doors, trap doors, time bombs, salamis, or any other code that permits the disabling or disruption of the Services.

ST7 Maintenance and Support. Deltek shall provide reasonable general technical support in accordance with Customer’s support plan as identified in an Order Form ("Support") to allow Customer’s authorized maintenance contact(s) to report problems and to seek assistance in the use of the Services during Deltek's standard Support hours.

ST7.1. Maintenance. During any period for which Customer has made the required maintenance payment or payment for any Product that includes maintenance, Customer shall be entitled to receive the following from Deltek:

ST7.2. Defect Correction.

Customer shall document and report suspected Defects in the Services using the Deltek hotline or the Deltek Customer Care support site. If Deltek confirms the Defect, Deltek will use commercially reasonable efforts to provide a Correction to confirmed Defects. Corrections will only appear in the most recent release of the Services. Deltek reserves the right to decline Customer maintenance/support requests that could be resolved by reference to the Documentation. Customer will take all reasonable steps to carry out procedures for the implementation of Corrections and updates.

ST7.3. Support.

Customer’s Order Form, support invoice, or online support profile will show which support offering Customer is subscribed. For all support offerings, Deltek will provide support assistance to allow Customer to report problems and seek assistance in the use of the Services during Deltek's standard support hours. Deltek may require direct system access in order to provide support. Customer acknowledges that if it declines to provide required access, Deltek may not be able to resolve an issue. For additional information on Deltek’s support plans, please refer to www.deltek.com/en/support/customer-care or Deltek’s Customer Support Guide

ST7.4. Excluded Items.

Deltek's maintenance and support obligations shall not include:

  1. 1. providing assistance (beyond an initial communication) or consulting time relating to problems, caused by (i) malfunction or failure of the computer system and communications network on which Customer is accessing the Services, (ii) software not licensed pursuant to this Agreement, (iii) Misuse, (iv) improper installation or configuration by Customer, third party consultants, or support contractors, (v) failure to incorporate updates or Corrections, or (vi) any other cause not attributable to Deltek;
  2. providing training covered in formal training classes;
  3. performing Professional Services that would normally be provided at Customer's business location;
  4. development or support for any Services Customizations, custom reports or Extensions unless otherwise explicitly agreed in writing;
  5. database schema changes, or supporting application program interfaces (“APIs”) not provided or approved by Deltek;
  6. supporting hosting providers not certified by Deltek;
  7. issues covered by Deltek University's training guides e-learning modules, training kits, "train the trainer" programs or other learning resources provided by Deltek.

If Deltek notifies Customer that a problem, error or malfunction for which Customer has requested maintenance is not covered, Deltek will work with Customer to develop a mutually agreed SOW under which Deltek will perform such services at Deltek's then-current rates.

ST7.5. Maintenance Term and Termination.

Unless either party has given the other party written notice of non-renewal of maintenance at least thirty (30) days prior to the end of a respective maintenance period, maintenance will renew for an additional period of twelve (12) months. The Maintenance Fee is based on Customer’s specific product mix at the time of purchase, as well as future Product add-ons (bundled maintenance), and is subject to annual price adjustments upon renewal. Customer cannot reduce or cancel maintenance on any portion of Product (unbundling maintenance).

Any reinstatement of terminated maintenance is at Deltek's discretion and subject to then-current maintenance terms and fees.

ST8 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, videos, text, graphics, data, and other information that Deltek makes available to Customer through the Deltek Learning Zone.
  2. "Authorized 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 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.
  4. Format. Except as described in ST8.1, 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.
  5. 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 DLZ Subscription will renew for an additional period of twelve (12) months at then-current Subscription fees.

ST8.1 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 in Section ST8 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 Deltek Learning Zone 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 ST8.1 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.

ST9 SaaS Services Warranty.

ST9.1 Warranty. Deltek warrants that the Services (except Evaluation Services) will be free from Defects under normal use and circumstances. During the Subscription Period, at no additional cost to Customer and as Customer's sole and exclusive remedy for Deltek's failure to meet this limited warranty, Deltek will use reasonable efforts to provide a Correction for any Defect in accordance with the support guidelines, provided that Customer promptly notifies Deltek in writing upon discovery of any such Defect and Deltek's investigation discloses that such Defect exists. Customer shall provide a listing of output and other such data as may be required to reproduce the Defect.

This limited warranty will be void if the Defect is caused by (i) the use or operation of the Services with an application or in an environment other than that described in the Documentation or recommended in writing by Deltek, (ii) modifications to the Services that were not made by Deltek, (iii) Misuse, or (iv) failure to implement Corrections or updates. This warranty does not apply to Evaluation Services.

ST9.2 Warranty Exceptions and Exclusions. The express warranties set forth in this Limited Warranties Section do not apply to errors or malfunctions caused by (1) Customer's equipment, (2) software not licensed from or approved in writing by Deltek, (3) Misuse, (4) Customer's failure to use the most recent SaaS version and all Corrections, (5) use of the Products in combination with materials not provided, specified or approved in writing by Deltek, (6) improper installation by Customer, third party personnel contracted to operate the Services on behalf of Customer, or a third party not authorized in writing by Deltek, or (7) any other cause not directly attributable to Deltek. These limited warranties shall be void if Customer or any third party modifies or changes the Products in any way beyond the scope of the configuration options contained in the Products. Deltek will not be required to maintain compatibility between the Deltek Products and any other software except as otherwise agreed in writing.

ST9.3 Personal Warranties. All warranties described above are personal to and intended solely for the benefit of the Customer and do not extend to any third party, including Affiliates.

ST9.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS LIMITED WARRANTIES SECTION AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DELTEK NOR ITS LICENSORS MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, TERMS, CONDITIONS, OR REPRESENTATIONS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. DELTEK DOES NOT WARRANT OR REPRESENT THAT THE PRODUCTS WILL BE TIMELY, COMPLETE, RELIABLE, ADEQUATE, ACCURATE, USEFUL, SECURE OR ERROR-FREE. ALL MOBILE APPLICATIONS AND SOFTWARE DOWNLOADS ARE PROVIDED AS-IS WITH NO WARRANTY AND DELTEK ACCEPTS NO LIABILITY FOR ANY DAMAGES DIRECTLY OR INDIRECTLY CAUSED BY SUCH APPLICATIONS OR DOWNLOADS.

ST10 Customer Indemnification. If Deltek notifies Customer promptly in writing of a Claim and gives Customer full control of and assistance for the defense of such Claim, Customer will indemnify, defend and hold harmless Deltek against any damages finally awarded resulting from a Claim (including a Claim by an Authorized User) that:

  1. Customer's grant of access to or misuse of the Services, harms any person, violates any law, or violates that third party's intellectual property rights, privacy, or other rights,
  2. Customer has breached any third party terms, or
  3. Customer Data harms any person, violates any law, or violates that third party's intellectual property rights, privacy, or other rights.

ST11 Security. Each party will implement reasonable and appropriate measures to protect Customer Data and prevent any unauthorized person or entity from gaining access to Customer Data. However, Customer is solely responsible for verifying that its Authorized Users are properly authorized to access its Customer Data in accordance with applicable law, regulatory requirements, and obligations under this Agreement. Deltek assumes no responsibility to verify nor will it contest Customer's representation that its Authorized Users are properly authorized to access Customer Data; therefore, Deltek assumes no responsibility for access granted improperly by Customer to unauthorized parties. Each party will use reasonable efforts to take prompt remedial measures to rectify such unauthorized access to the extent within its control. Each party, upon the discovery of a credible security threat from a malicious actor that could threaten the security and integrity of the other party’s network, may immediately disconnect any remote connections to the other party’s network until such time as the threat has been eradicated and recovery and restoration is at an acceptable level as determined by mutual agreement of the parties. Upon disconnection, the party will provide notice to the other party without undue delay. During the term of any disconnection, the parties shall maintain ongoing communications regarding the provisioning of the Software and/or Services.

ST12 Customer Data

ST12.1 Ownership of Customer Data. Customer owns all rights, title and interest in and to Customer Data and is solely responsible for the accuracy, integrity, quality, legality, reliability, appropriateness of and copyright permissions of any Customer Data and for adopting procedures to identify and correct errors and omissions in Customer Data.

ST12.2 Return of Customer Data. Upon Customer's written request made within thirty (30) days of termination or expiration of a Service or this Agreement, Deltek will return to Customer a single copy of all Customer Data in Deltek's then-current industry standard data extract format. Additional Customer Data copies shall be available for a fee. After such thirty (30) day period, Deltek shall have no obligation to maintain or provide any Customer Data and shall, unless legally prohibited, delete all Customer Data in its possession or under its control. Notwithstanding the foregoing, Deltek may retain Customer Data in backup media for an additional period of up to twelve (12) months, or longer if required by law.

ST13 Open Database Connectivity (“ODBC”). For Customers who purchased Deltek Cloud Products that include ODBC:

The service may contain or be accompanied by certain third party components from Progress Software Corporation which are subject to additional restrictions. Such components, if any, are identified in, and subject to, special license terms and conditions set forth in the “readme.txt” file, the “notices.txt” file, or the “Third Party Software” file accompanying the software (“Special Notices”). In the event of conflict between the Special Notices and the other portions of this Agreement, the Special Notices will take precedence (but solely with respect to the third party component(s) to which the Special Notice relates).

ODBC access is subject to an additional acceptable use policy, located at https://www.progress.com/legal/terms-of-use.

In addition, if Customer uses ODBC features to modify the transactional database, Customer agrees that its actions may impact data integrity and or result in a malfunction within Customer’s own environment. Further, Customer agrees that Deltek shall not be liable for any failure of or interruption to Customer’s use of the service caused by or resulting from Customer’s use of the ODBC Connectivity feature.

ST14 Product-Specific Terms.

The terms below are added to the Agreement ONLY for Customers who have purchased one of the Products listed in the chart below. If one of your Products is not listed in the chart below, this chart is deemed deleted from the Agreement. If one of your Products is listed in the chart below, then the terms for that specific Product are expressly added to the Agreement.

 

 

20210408