Deltek Archisnapper/Safetysnapper SaaS Terms

20231201

By using ArchiSnapper or SafetySnapper, Customer agrees that the following General Terms and SaaS Services Terms form the agreement between Customer and ArchiSnapper BV (“ArchiSnapper”), a wholly-owned subsidiary of Deltek, Inc. (“Deltek”), and govern the Customer’s use of the SaaS Services. These terms apply equally to the SafetySnapper service regardless of whether any clause contains a specific reference to SafteySnapper.

GENERAL TERMS

GT1 Definitions. Capitalized terms have the meaning described in this Section GT1.

GT1.1 “Affiliate” means any entity that is controlled by Customer, or is under common control with Customer, through more than fifty percent (50%) ownership.

GT1.2 “Agreement” means General Terms and SaaS terms means General Terms and SaaS Services terms.

GT1.3 “Asia-Pacific Customer” means a party that has ordered Products from an ArchiSnapper office or an authorized ArchiSnapper Partner located in Australia or Asia (except for the Middle East).

GT1.4 “Confidential Information” means any information which one party (“Discloser”) provides, either directly or indirectly, to the other (“Recipient”) in connection with this Agreement, the terms of this Agreement, or information related to the business of the Discloser that is reasonably understood to be confidential or proprietary information, whether or not marked.

GT1.5 “Correction” means, without limitation, workarounds, support releases, component replacements, patches and/or documentation changes made available by ArchiSnapper.

GT1.6 “Customer” means the party identified on an Order Form or identified during an online sign-up process.

GT1.7 "Customer Data" means all electronic data or information that Customer or any Authorized User loads or enters into the SaaS Services and all results from processing such data.

GT1.8 “Defect” means a failure to operate substantially in accordance with the Documentation.

GT1.9 “Dispute” means any dispute or claim arising out of or related to this Agreement.

GT1.10 “Documentation” means the user instructions, user guides, training guides, manuals, or educational materials for the Products provided by ArchiSnapper for Customer’s use.

GT1.11 “Effective Date” means the date of Customer’s acknowledgement of these Terms of SaaS Services or the last signature of an Order Form (whichever is applicable) unless or otherwise defined in an Order Form.

GT1.12 “EMEA Customer” means a party that has ordered Products from an ArchiSnapper entity or an authorized ArchiSnapper Partner located in Europe, the Middle East, or Africa.

GT1.13 “Export Controls” means all export control laws and regulations, such as the U.S. Export Administration Regulations and export control laws and regulations administered or enforced by the European Union, any European Union member country, or the UK Export Control Join Unit, as well as those administered or enforced by the Australian Government.

GT1.14 “Marks” means registered or unregistered trademarks, service marks, trade names, logos, service names, or other proprietary markings.

GT1.15 “Misuse” means any use of the Products in disregard of any Documentation, other written instructions, warning messages, or known or reasonably anticipated adverse consequences.

GT1.16 “Order Form” means a document executed by Customer and accepted by ArchiSnapper to purchase ArchiSnapper Products, which will take precedence over any conflicting terms unless otherwise specified in this Agreement.

GT1.17 “Products” means collectively, ArchiSnapper’s SaaS Services offered to Customers.

GT1.18 “SaaS” means the ArchiSnapper application or applications provided as a service by ArchiSnapper.

GT1.19 “Sanctioned Country” is a country or territory that is the target of comprehensive territorial or sectoral Sanctions, currently including Afghanistan, Belarus, Burundi, Central African Republic, Cuba, Democratic Republic of the Congo, Iran, Libya, Mali, Myanmar (Burma), North Korea, Somalia, Sudan, Syria, Ukraine (Crimea, Donetsk and Luhansk), Russia, Venezuela, Yemen, and Zimbabwe, subject to change. Clarifications may be requested from [email protected].

GT1.20 “Sanctioned Person” means any person or entity on the U.S. Department of Commerce’s Denied Persons List, the U.S. Department of Treasury’s List of Specially Designated Nationals and Blocked Persons, or with which dealings are restricted under Trade Controls.

GT1.21 “Sanctions” means any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Asset Control or the U.S. State Department, the United Nations Security Council, the European Union, any European Union member country, His Majesty’s Treasury, or by the Australian Government.

GT1.22 “Sanctions Target” is a target of any Sanctions, including persons listed on a Sanctions list or located, organized or resident in a Sanctioned Country.

GT1.23 “Services” means, collectively, any ArchiSnapper applications provided as SaaS that are ordered by Customer, including services provided under a maintenance plan.

GT1.24 "Subscription Period" means the period during which Customer may use the SaaS Services. If Customer orders with an Order Form, the Subscription Period begins on the Effective Date of the Order Form.

GT1.25 “Trade Controls” means export control and sanction requirements including without limitation the U.S. Export Administration Regulations, economic sanctions administered by the U.S. Department of the Treasury and export control and economic sanction requirements of other jurisdictions as applicable to the parties.

GT2 Invoicing; Payment; Taxes. (SECTION GT2 APPLIES ONLY TO TRANSACTIONS BETWEEN ARCHISNAPPER AND CUSTOMER AND DOES NOT APPLY TO TRANSACTIONS BETWEEN CUSTOMER AND ARCHISNAPPER PARTNERS.)

GT2.1 Payments and Payment terms.

Where not prepaid, Customer shall make all payments for the Products within fifteen (15) days after the invoice date. Fees for any renewal will be at ArchiSnapper's then-current rates and will be due within fifteen (15) days after the invoice date. For any Products added to a Customer’s existing Products, fees will be prorated to coincide with Customer’s existing Products.

All fees and other charges referred to in the Agreement will be paid in the currency specified in the Order Form or invoice. All payments made under this Agreement are non-refundable, except as specifically provided in this Agreement.

GT2.2 Disputed Invoices. Customer will notify ArchiSnapper within fifteen (15) days after the date of an invoice if there is a dispute regarding that invoice. ArchiSnapper will work in good faith with Customer to promptly correct errors or resolve disputes.

GT2.3 Taxes. Customer fees, costs and expenses do not include applicable taxes. Customer shall pay and/or reimburse ArchiSnapper for all taxes (other than taxes based on ArchiSnapper's income). ArchiSnapper will invoice taxes unless Customer has provided adequate evidence of exemption. ArchiSnapper shall not issue credits for taxes billed before Customer provides evidence of a valid exemption. Customer shall be liable to ArchiSnapper for any costs, fees and taxes that ArchiSnapper incurs due to any invalid tax exemption claimed by Customer.

Customer shall remit any government-imposed withholding taxes in accordance with applicable law, gross up the applicable payment amounts to ensure that ArchiSnapper receives the full amount of fees invoiced, and provide ArchiSnapper with applicable evidence of withholding.

GT2.4 Late Payments. Late payment interest is one and one-half percent (1½%) per month, eighteen percent (18%) per annum, from the date due until paid, whether before or after judgment. Ten (10) days after written notice to Customer, ArchiSnapper may suspend performance if Customer fails to make full payment of any undisputed amount owed under this Agreement. If ArchiSnapper suspends performance, Customer will have no access to any Customer Data and ArchiSnapper will have no obligation to provide Customer with copies of Customer Data.

GT2.5 Vendor Management System and Payments.

1. ArchiSnapper’s use of any Vendor Management System (as defined below) at Customer’s request shall be for administrative purposes only and shall not in any way affect or modify the terms of this Agreement. Customer must notify ArchiSnapper and provide reasonable time for ArchiSnapper to review any Vendor Management System terms and establish an account prior to invoicing. Customer shall indemnify and hold ArchiSnapper harmless from any Claims arising from ArchiSnapper’s use or access of the Vendor Management System. For purposes of this section, “Vendor Management System” shall mean any Customer or third-party billing, invoice or vendor management service.
2. Customer may separately arrange with a third party to make payments to ArchiSnapper. Customer must notify ArchiSnapper and provide reasonable documentation to ArchiSnapper of the arrangement requested before ArchiSnapper will invoice a third party directly. If a third party fails to make any undisputed payment when due, Customer remains liable and shall promptly pay ArchiSnapper all amounts due. Third party payors shall have no right, title or interest in or to the Product, including any right to use, sublicense, assign or otherwise transfer the Product to itself or a third party.

GT3 Confidentiality.

GT3.1 Recipient agrees to protect and hold all Confidential Information in confidence and in the same manner as Recipient protects the confidentiality of its own proprietary and confidential materials of similar kind, but in no event with less than a reasonable standard of care. Recipient will only use Confidential Information for the purposes of this Agreement, related internal administrative purposes and business discussions between the parties related to any products provided by ArchiSnapper or Deltek. Recipient may only disclose Confidential Information to its affiliates, employees, contractors and business partners on a "need to know" basis, provided that they are bound by written confidentiality obligations no less stringent than those in this Agreement.

These confidentiality restrictions and obligations will remain in effect until the information ceases to be Confidential Information. If Customer participates in an ArchiSnapper/Deltek-sponsored group event, this Confidentiality section shall apply to Confidential Information disclosed by any group participant, and ArchiSnapper/Deltek may provide a copy of this Confidentiality section to any Discloser to enforce its provisions.

GT3.2 Upon the request of Discloser, the Recipient shall promptly return all copies of the Confidential Information, and any documents derived from the Confidential Information, or at the Discloser's option, shall certify in writing that all copies of the Confidential Information and derivative documents have been destroyed. This obligation to return or destroy materials or copies thereof does not extend to automatically generated computer back-up or archival copies generated in the ordinary course of Recipient's information systems procedures, provided that Recipient shall make no further use of Confidential Information contained in those copies.

GT3.3 The Confidentiality obligations described above do not apply to information that:

1. is already known to Recipient at the time of disclosure,
2. is or becomes publicly known through no wrongful act or failure of the Recipient,
3. is independently developed by Recipient without benefit of Discloser's Confidential Information, or
4. is received from a third party which is not under and does not thereby breach an obligation of confidentiality.

GT4 Compliance with Law.

GT4.1 Each party will be responsible for its own compliance with applicable law, as well as all legal requirements related to (1) use of the Products, (2) Trade Controls, and (3) disclosure of data. Customer warrants to ArchiSnapper that it will collect, use, transfer and otherwise Process any Personal Data collected by or through the Products or that Customer discloses to ArchiSnapper under this Agreement in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

GT4.2 For purposes of Processing Personal Data subject to additional legal requirements, including, but not limited to Privacy Laws as defined in the Privacy Terms, ArchiSnapper and Customer agree that such Processing will be in accordance with the Deltek General Privacy Terms ("Privacy Terms") located at https://www.deltek.com/DeltekGPT.  In the event of conflict between this Agreement and the Privacy Terms, the Privacy Terms shall prevail with respect to the parties' relative obligations under applicable Privacy Laws pertaining to the collection, Processing, and transferring of Personal Data. The capitalized terms in this Section have the meaning described in the Privacy Terms.

GT4.3 Customer warrants that (1) it is not a Sanctions Target; and (2) it is not designated on the Entity List administered by the U.S. Department of Commerce’s Bureau of Industry and Security and is not a target of any similar Export Control restrictions. As a global company, Deltek must comply with Export Controls and Sanctions applicable to its operations. Customer agrees that it will comply with all applicable Export Controls and Sanctions when using the Products; will not cause Deltek to violate Export Controls or Sanctions; will not allow use of the Products by any Sanctions Target; and will not otherwise use the Products to engage in or facilitate transactions with any Sanctions Target. Deltek reserves the right to refuse, suspend or cancel transactions, Product use or maintenance renewals for Export Controls and Sanctions compliance reasons.

GT4.4 Export Regulations. Customer acknowledges that Trade Controls may restrict use, disposition, export, reexport, transfer or other action taken with respect to the Products and any other goods, services, software and technical information provided in connection with this Agreement. Customer warrants and represents that it, its Affiliates, and anyone who uses the SaaS Services on behalf of the Customer, (1) are not a Sanctioned Person and (2) none of Customer, its Affiliates, and anyone who uses the SaaS Services on behalf of the Customer shall provide any items under this Agreement to a Sanctioned Person.

GT5 Limitation of Liability.

GT5.1 EXCEPT FOR CUSTOMER'S VIOLATION OF THE USE RESTRICTIONS TERMS, OR INFRINGEMENT OF ARCHISNAPPER'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR ARCHISNAPPER'S LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, BUSINESS INTERRUPTIONS, LOSS OF REVENUE OR PROFITS, LOST MANAGEMENT TIME, SAVINGS, DATA OR GOODWILL, OR ANY PENALTIES, FINES OR EXPENSES.

GT5.2 EXCEPT FOR ARCHISNAPPER'S OBLIGATIONS REGARDING INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, ARCHISNAPPER'S AND ITS LICENSORS' TOTAL LIABILITY ON ANY CLAIM FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO ARCHISNAPPER IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY WITH RESPECT TO THE PRODUCTS, RESPECTIVELY, GIVING RISE TO THE LIABILITY.

GT5.3 THE LIMITATIONS OF LIABILITY APPLY TO DAMAGES ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING WITHOUT LIMITATION CONTRACT, WARRANTY, STRICT LIABILITY, TORT, OR NEGLIGENCE, EVEN IF SUCH LOSS OR DAMAGE WAS FORESEEABLE OR CONTEMPLATED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO EVALUATION SAAS SERVICES PROVIDED TO CUSTOMER, ARCHISNAPPER'S AND ITS LICENSORS’ TOTAL LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EVALUATION SAAS SERVICES DURING THE EVALUATION PERIOD SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).

GT5.4 EXCEPT FOR ARCHISNAPPER'S LICENSORS, WHO ARE THIRD PARTY BENEFICIARIES ONLY WITH RESPECT TO THEIR PORTION(S) OF THE PRODUCT, ANY PERSON WHO IS NOT A PARTY TO THIS AGREEMENT SHALL HAVE NO RIGHT TO ENFORCE ANY TERM OF THIS AGREEMENT.

GT5.5 NOTHING IN THIS LIMITATION OF LIABILITY SECTION OR OTHERWISE IN THE AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (1) FRAUD, (2) DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY'S NEGLIGENCE, OR (3) ANY LIABILITY TO THE EXTENT THAT IT MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

GT5.6 FOR EMEA CUSTOMERS. The language below is added to the Agreement ONLY for Customers where the Choice of Law is for a country in the EMEA region. If the Choice of Law is not from a country in EMEA, this language is deemed deleted from the Agreement. If EMEA is the Choice of law, then the following is added:

IN ADDITION TO SECTION GT5.5 ABOVE, NOTHING IN THIS LIMITATION OF LIABILITY SECTION OR OTHERWISE IN THE AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT EITHER PARTY’S LIABILITY FOR (1) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE (INCLUDING NEGLIGENCE AS DEFINED IN THE UK S. 1 UNFAIR CONTRACT TERMS ACT 1977), OR (2) BREACH OF TERMS REGARDING TITLE IMPLIED BY THE UK S. 12 SALE OF GOODS ACT 1979 AND/OR S. 2 SUPPLY OF GOODS AND SERVICES ACT 1982.

GT6 Governing Law & Dispute Resolution.

GT6.1 Governing Law.

1. For Americas Customers: This Agreement shall be governed by the laws of the State of Delaware, U.S.A., without regard to any conflicts of laws provisions. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement.
2. For Asia-Pacific Customers: This Agreement shall be governed by the laws of Australia and particularly the laws of South Australia, without regard to any conflicts of laws provisions.
3. For EMEA Customers: This Agreement shall be governed by the laws of England, without regard to any conflicts of laws provisions.
4. For all Customers: The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

GT6.2 Dispute Resolution

1. Informal Dispute Resolution. In the event of any Dispute arising from or relating to this Agreement or the breach thereof, the parties shall endeavor to settle the Dispute. To this effect, the management-level representatives from each party shall consult and negotiate with each other in good faith and attempt to reach a just and equitable solution satisfactory to both parties. If a Dispute is not resolved within sixty (60) days, then the Dispute shall be settled by final and binding arbitration, as described below.
2. For Asia-Pacific and EMEA Customers: The language in this Section 6.2(B) is added to the Agreement, and Section 6.2(C) is deleted in its entirety, ONLY for Customers where the Choice of Law is for a country in EMEA or in Australia. If the Choice of Law is not from a country in EMEA or in Asia-Pacific, this language is deemed deleted from the Agreement. If EMEA or Asia-Pacific is the Choice of law, then the following is added: If a Dispute is not resolved at the end of the sixty (60) day period described in Subsection (A) above, then the Dispute shall be finally resolved by binding arbitration before a single arbitrator pursuant to the Rules of Arbitration ("Rules") and under the auspices of the International Chamber of Commerce ("ICC"). In accordance with the Rules, the parties shall select the arbitrator, and if they do not, an arbitrator shall be selected by the ICC in accordance with the Rules. The arbitrator shall be a lawyer knowledgeable in the chosen law and information technology disputes. At either party's request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for his/her decision. The arbitrator will have exclusive authority to resolve any and all disputes relating to procedural and substantive questions concerning the arbitration, including choice of venue and choice of law issues, and the formation, interpretation, applicability, scope, and enforceability of this Agreement to arbitrate. The arbitration proceeding shall be conducted in the English language and shall occur in Adelaide, Australia (for Asia-Pacific Customers) or London, UK (for EMEA Customers), or, with consent by the arbitrator and parties, another mutually agreeable metropolitan area. The arbitrator shall award appropriate fees and costs to the prevailing party. If it becomes necessary for either party to compel arbitration or to enforce an arbitration award, that party may bring an action in any court of competent jurisdiction and the prevailing party shall recover from the other party its costs and expenses, including court costs and reasonable attorneys' fees (including allocable costs of in-house counsel). The arbitration and all related proceedings and discovery will take place pursuant to a protective order entered by the arbitrator that protects the confidential nature of the parties' proprietary and confidential information. No arbitration award may provide a remedy beyond those permitted under this Agreement, and any award providing a remedy not permitted under this Agreement will not be valid and will be vacated. No Dispute may be brought as a class action, and neither party may act as a class representative or participate as a member of a class of claimants with respect to any Dispute. BOTH PARTIES HEREBY WAIVE ALL RIGHT OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS AGREEMENT.
3. For all other Customers: If a Dispute is not resolved at the end of the sixty (60) day period described in Subsection (A) above, then the Dispute shall be settled by final and binding arbitration in accordance with the American Arbitration Association ("AAA") Commercial Arbitration Rules. A single arbitrator appointed as provided in the AAA Commercial Arbitration Rules will be an attorney experienced in computer software, licensing, and information technology disputes. The arbitrator will have exclusive authority to resolve any and all disputes relating to procedural and substantive questions concerning the arbitration, including choice of venue and choice of law issues, and the formation, interpretation, applicability, scope, and enforceability of this Agreement to arbitrate. The arbitration proceeding shall be conducted in the English language and shall occur in the Washington, DC metropolitan area, or, with the consent of the arbitrator and the parties, another mutually agreeable metropolitan area. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrator may be entered by any court of competent jurisdiction. The arbitrator shall award appropriate fees and costs to the prevailing party. If it becomes necessary for either party to compel arbitration or to enforce an arbitration award, that party may bring an action in any court of competent jurisdiction and the prevailing party shall recover from the other party its costs and expenses, including court costs and reasonable attorneys' fees (including allocable costs of in-house counsel). The arbitration and all related proceedings and discovery will take place pursuant to a protective order entered by the arbitrator that protects the confidential nature of the parties' proprietary and confidential information. No arbitration award may provide a remedy beyond those permitted under this Agreement, and any award providing a remedy not permitted under this Agreement will not be valid and will be vacated. No Dispute may be brought as a class action, and neither party may act as a class representative or participate as a member of a class of claimants with respect to any Dispute. BOTH PARTIES HEREBY WAIVE ALL RIGHT OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS AGREEMENT.
4. Litigation Rights. Either party may, without waiving any remedy under this Agreement, seek temporary or permanent injunctive relief including without limitation equitable relief from any court of competent jurisdiction to protect its Confidential Information, non-solicitation rights, license rights and intellectual property rights, regardless of the arbitration requirements. ArchiSnapper reserves the right to pursue collections activity or legal action in a court of competent jurisdiction to compel payment due hereunder and, in such a case, ArchiSnapper shall be entitled to recover its costs and reasonable attorneys' fees, regardless of the arbitration requirements.

For Australian Customers only: The language below is added to the Agreement ONLY for Customers where the Choice of Law is Australia. If the Choice of Law is not Australia, this language is deemed deleted from the Agreement. If Australia is the Choice of law, then the following is added:

In the event that supply of any Products under this Agreement constitutes a supply of goods or services to a consumer as defined in the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or relevant State or Territory legislation (“the Acts”) the following applies:

Nothing contained in this Agreement excludes restricts or modifies any condition, warranty, guarantee or other obligation in relation to this Agreement and any Products to be supplied hereunder which pursuant to the Acts or any of them may not be limited or excluded. In this event, ArchiSnapper’s sole liability for breach of any such guarantee, condition, warranty or other obligation shall be limited to: (1) the replacement of the Products or the supply of equivalent Products or payment of the cost of replacing the Products or acquiring equivalent Products; or (2) the repair of the Products or payment of the cost of having the Products repaired.

Mandatory statement under Regulation 90 of the Competition and Consumer Regulations: Products that we supply may come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Products repaired or replaced if the Products fail to be of acceptable quality and the failure does not amount to a major failure. These rights may be lawfully limited in respect of Products not ordinarily acquired for personal, domestic or household use or consumption. To request a replacement or a refund, please send your written request to ArchiSnapper by letter or email to [email protected].

If Customer is an Australian business, Customer warrants that it has an ABN and has provided it to ArchiSnapper. Customer further warrants that it will maintain its ABN through the duration of this Agreement, list its ABN on any invoice, and advise ArchiSnapper in writing immediately if its ABN is cancelled. Customer will indemnify and hold ArchiSnapper harmless from and against any tax, charge, fine, penalty or other impost, which ArchiSnapper incurs or becomes liable to pay as a result of the Customer's failure to maintain its ABN.

GT7 Ownership.

GT7.1 Products and Documentation.

1. ArchiSnapper, its licensors and any applicable third parties retain ownership, title and all rights and interest, including, without limitation, to any intellectual property rights, Products and Documentation, and Extensions, whether or not those rights are registered. Any copy, modification, revision, Correction, update, enhancement, adaptation, translation, or derivative work of or created from the Products or Documentation ("Derivative") shall be owned solely and exclusively by ArchiSnapper or its licensors or third parties, as applicable. To the extent permitted by applicable law, Customer assigns title, ownership, and all rights to ArchiSnapper in any Derivative. To the extent an assignment is not effective under applicable law, Customer grants ArchiSnapper an exclusive, perpetual, fully paid, transferable, irrevocable license to use, reproduce, distribute, and commercialize the Derivative to the fullest extent permissible and effective under applicable law.
2. Customer may not modify the Documentation except to the extent necessary to reflect more closely Customer's operations, provided, however, that ArchiSnapper shall retain all rights in any modified Documentation, and each party shall retain its confidentiality obligations with respect to any Confidential Information in the modified Documentation.

GT7.2 Marks. Customer agrees not to remove or replace any Mark from the screens on which the SaaS Services are viewed or accessed or any associated materials without ArchiSnapper's express written consent, and to reproduce all ArchiSnapper Marks on any copy or portion of any associated materials.

GT7.3 Copyright Notice and Commercial Computer Software Notice. The Products and Documentation are protected, with all rights reserved, under applicable copyright laws. Rights to use, modify, reproduce, release, perform, display or disclose the Products are as set forth in, and are subject to this Agreement.

GT7.4 Extensions. ArchiSnapper may provide tools with certain products to assist Customer in creating code to extend the functionality of the SaaS Services, including custom reports or independently developed code extensions (“Extensions”). Whether developed by Customer, ArchiSnapper, or a third party on behalf of Customer, Extensions may not function properly after the underlying SaaS Services is updated. Customer is responsible for testing Extensions following updates to the SaaS Services and for all necessary corrections to the Extension to function with updated versions of the SaaS Services. ArchiSnapper has no obligation to fix, repair or otherwise make functional any Extensions that do not function properly after a SaaS Services update; and ArchiSnapper shall retain ownership of Extensions created by ArchiSnapper, subject to ArchiSnapper’s confidentiality obligations to Customer.  In addition, ArchiSnapper may develop and incorporate into the core product functionality similar to or the same as Extensions created by or for a Customer, and Customer has no right or remedy against ArchiSnapper for ArchiSnapper’s development of such functionality. SaaS Services Extensions are excluded from the maintenance and support, warranty, and infringement terms in the Agreement.

GT8. ArchiSnapper Indemnification for Infringement.

1. ArchiSnapper will defend Customer with counsel of ArchiSnapper’s choosing against any action based on a third-party claim (“Claim”) alleging that the Product or Documentation infringes or misappropriates a patent, copyright, trade secret, or other intellectual property right in the applicable jurisdiction of any third party.
2. ArchiSnapper will indemnify Customer for damages finally awarded against Customer, arising from any such Claim; provided, however, that
   1. Customer gives ArchiSnapper prompt written notice of such Claim,
   2. Customer fully cooperates with ArchiSnapper in the defense and settlement thereof,
   3. ArchiSnapper is given full control of the defense of such Claim and any settlement or compromise thereof, and
   4. Customer complies with ArchiSnapper's direction to cease using any Product that in ArchiSnapper's reasonable judgment may be ruled to cause an infringement of a third party's intellectual property rights.
3. Customer may retain counsel at its own expense but such expense shall not be included in ArchiSnapper’s indemnity obligation described above in GT8(B). ArchiSnapper will not agree to any settlement of any claim that requires payment by Customer to a third party, without Customer’s consent.
4. If Customer's use of the Product or Documentation is impacted as a result of an infringement or misappropriation Claim or if ArchiSnapper believes such a Claim is likely, then ArchiSnapper may, at its option and expense, either (1) procure for Customer the right to continue using the Product or Documentation, or (2) replace or modify the Product or Documentation so that it no longer infringes or misappropriates a patent, copyright, or trade secret. If ArchiSnapper deems (1) or (2) not feasible, ArchiSnapper will terminate all SaaS Services rendered unusable and return the unused portion of the fees paid by Customer for the SaaS Services.
5. ArchiSnapper shall have no liability to Customer if the Claim is based upon or arises out of
   1. use of any third-party products or services,
   2. modification of the Product or Documentation by ArchiSnapper based on Customer's specifications,
   3. Customer's violation of the terms of this Agreement, or
   4. third party content.
6. THIS SECTION STATES CUSTOMER'S SOLE REMEDY AND ARCHISNAPPER'S SOLE LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

GT9 Termination.

GT9.1 Termination for Breach. Either party may terminate this Agreement as a result of a material breach by the other party, if (1) the non-breaching party provides written notice to the other party of the breach, and (2) such breach, if remediable, is not cured within fifteen (15) days of receipt of notice. However, ArchiSnapper may terminate this Agreement immediately upon written notification to Customer in the case of Customer’s breach of ArchiSnapper’s intellectual property rights or restrictions on Customer’s use of Products.

GT9.2 Upon termination for any reason, all Products granted under this Agreement shall immediately terminate. 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.

GT10 Miscellaneous.

GT10.1 Excusable Delays. In no event shall either party be liable to the other for any delay or failure to perform hereunder due to causes beyond the reasonable control of that party. Failure to make payment under this Agreement shall not be considered an excusable delay.

GT10.2 Publicity. Customer will not issue any press release, advertising, nor other public materials that use the Marks or refer to ArchiSnapper or its licensors, the existence of this Agreement, or the Products provided without ArchiSnapper’s prior written consent. ArchiSnapper may identify Customer on its client list and may use a mutually agreed general description of the nature of the relationship in promotional materials, presentations, and proposals to current and prospective clients. Notwithstanding anything to the contrary herein, either party may identify the other party or disclose the existence of this Agreement to its attorneys, auditors and in connection with regulatory filings.

GT10.3 Feedback. Customer's comments, suggestions, or other feedback are provided voluntarily, and ArchiSnapper may use any feedback as it sees fit.

GT10.4 Binding Effect. This Agreement shall be binding upon the parties and their respective legal successors and permitted assigns.

GT10.5 Assignment and Transfer. Customer may not in whole or part, assign, transfer, novate, subcontract or sublicense this Agreement or any right or obligation under it except with ArchiSnapper’s prior written consent, and any assignment made in violation of this provision shall be invalid. Transfer or assignment requests are at ArchiSnapper’s discretion.

GT10.6 Entire Agreement. This Agreement is the entire agreement between Customer and ArchiSnapper relating to the SaaS Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations relating to such. Notwithstanding the foregoing, this Agreement does not affect any prior or separate agreement between the parties for any other products. Any purchase order, terms, Vendor Management System terms or other document issued by the Customer will be for administrative purposes only and any such terms will not alter or supplement this Agreement. Except as explicitly set forth herein, this Agreement will not be modified by any other act, usage, custom, or course of dealing and any document seeking to modify this Agreement must be agreed to by both parties. In no event is ArchiSnapper’s agreement to use a Vendor Management System at Customer’s request an agreement to modify the terms and conditions of this Agreement. Unless otherwise agreed in writing or as otherwise set forth herein, this Agreement (1) does not terminate or change the Customer's rights or obligations of any prior ArchiSnapper agreement for ArchiSnapper Products of another type that have not been ordered under this Agreement, and (2) supersedes any "clickwrap" license incorporated in the SaaS Services.

GT10.7 Severability. If any provision of this Agreement is illegal or unenforceable in any jurisdiction, that provision shall remain effective with respect to any jurisdiction in which it is legal and enforceable, and the remainder of this Agreement will remain valid and enforceable anywhere.

GT10.8 Notices. Notices will be deemed effectively given:

1. when received, if delivered by hand, with signed confirmation of receipt;
2. when received, if sent by a nationally recognized overnight courier, signature required;
3. when by e-mail, with confirmation of receipt, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and
4. on the fifth (5th) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

Notices to ArchiSnapper must be sent to ArchiSnapper BV., 2291 Wood Oak Drive, Herndon, VA 20171, Attention: General Counsel.

All communications and notices pursuant to this Agreement must be in the English language.

GT10.9 ArchiSnapper Amendments to Agreement. ArchiSnapper reserves the right to update and change the Terms of SaaS Services from time to time without notice. Any new features that augment or enhance the current SaaS Services, including the release of new tools and resources, shall be subject to the Terms of SaaS Services. Continued use of the SaaS Services after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of SaaS Services at any time at: https://www.deltek.com/en/deltek-contracts/saas-terms/archisnapper

GT10.10 Waiver. A failure or delay of either party to this Agreement to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any provision of this Agreement. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

GT10.11 Survival. Terms regarding payment, termination, ownership, intellectual property rights, warranties, limitations of liability, governing law, dispute resolution, confidentiality, severability, waivers, and audit will survive the expiration or termination of this Agreement.

GT10.12 E-mail Communications. Customer consents to receiving email messages from ArchiSnapper that may constitute “commercial e-mails” under the CAN-SPAM Act. Customer may at any time “opt out” of receiving future emails from ArchiSnapper.

GT10.13 Independent Contractor. Each party is at all times acting as an independent contractor under this Agreement and not as an agent, employee, joint venturer or partner of the other.

GT10.14 Customer agrees to the terms of this Agreement and represents that the signatory signing or agreeing to online terms on behalf of Customer has authority to enter into this Agreement.

SAAS SERVICES TERMS

ST1 Definitions. In addition to the definitions below, the SaaS Services 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 SaaS Services. Customer will have one Administrator.

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

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

ST2 SaaS Services Rights & Subscription Period. ArchiSnapper grants to Customer a non-exclusive, non-transferable, non-sublicenseable right to access and use the SaaS Services for Customer’s internal business use (meaning for purposes which do not involve the re-sale of the SaaS Services) during the Subscription Period. Customer shall have no right to receive any object code or source code relating to the SaaS Services. Customer grants to ArchiSnapper a non-exclusive, non-transferable right to access and use Customer Data as reasonably required to provide the SaaS Services. Customer may not copy or incorporate portions of the Documentation or "screen shots" of the SaaS Services except in training materials for Customer's internal use only, provided that the incorporated materials shall bear a notice of ArchiSnapper's copyright. While ArchiSnapper will take commercially reasonable efforts to make the SaaS 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 SaaS Services. ArchiSnapper 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 ArchiSnapper. Customer shall be solely responsible for obtaining and maintaining all hardware and software necessary to access the SaaS Services.

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

ST2.2 Assignment or Transfer. To effectuate an assignment of SaaS Services 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 SaaS Services subject to ArchiSnapper's then-current fees.

ST3 Use of SaaS Services.

ST3.1 Policy on Acceptable Use. Customer is responsible for use of the SaaS Services by those to whom Customer provides access. ArchiSnapper reserves the right to deactivate or suspend Customer's or any Authorized User’s access if use of the SaaS Services is found or reasonably suspected, in ArchiSnapper'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 SaaS 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 SaaS Services except and only to the extent permitted or required by law,
3. disclose, display or grant access to any part of the SaaS 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 SaaS Services through the use of "web bots", "scraping", "crawling", "spidering", or any other method not explicitly approved in writing by ArchiSnapper,
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 SaaS Services,
6. use or make the SaaS Services available on a service bureau or time sharing basis,
7. use the SaaS Services or Documentation to create any service offering, computer software program, training materials or user documentation that is substantially similar to the SaaS Services or Documentation,
8. use or facilitate use of the SaaS 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 SaaS Services in any application or situation where failure of the SaaS 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 SaaS Services or otherwise attempt to gain unauthorized access to any portion or feature of the SaaS Services, including using manual or electronic means to avoid any use limitations placed on the SaaS Services, such as access and storage restrictions,
11. use of the SaaS 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 SaaS Services or any transaction being conducted on the SaaS 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 ArchiSnapper in connection with the SaaS Services,
13. access or use the SaaS Services for purposes of monitoring the SaaS 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 SaaS Services to process or store classified data. If Customer introduces classified data into the SaaS Services, Customer will be responsible for all sanitization costs incurred by ArchiSnapper,
15. permit any Authorized User or other third party to do any of the foregoing.

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

ST4 SaaS Services Add-Ons and Expansions. Customer may request to add new or expand existing SaaS 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 or subsequently added. Customer may not use or permit use of the SaaS 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 SaaS 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 ArchiSnapper 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 SaaS Services degrades or otherwise interferes with the SaaS Services or other system performance, ArchiSnapper will take appropriate measures, which may include immediate suspension. ArchiSnapper will notify Customer of suspension; such notification will be in advance when reasonably possible. Upgrades to the processing capacity may be available at ArchiSnapper's option but will be subject to an additional charge.

ST5.4 Audit Rights. Customer will keep accurate records of its Authorized Users and user type, including the SaaS Services to which the Authorized Users have access. Upon Deltek’s prior written request, Customer will provide Deltek with the Authorized User records for the purpose of verifying Customer’s compliance with this Agreement. In the event the audit reveals that Customer has materially breached the Agreement, Customer will promptly remit the Subscription fees due as a result of Customer’s non-compliance at Deltek’s then-current prices. Deltek may provide the audit results to its licensors when required by such licensors.

ST6 SaaS Service Updates.

ST6.1 ArchiSnapper Updates. ArchiSnapper regularly provides updates which may include alterations to and replacement of features and functionality. Some changes to the SaaS 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 ArchiSnapper any software code to promote into a test or production environment in the SaaS Services, ArchiSnapper 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 SaaS 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 SaaS Services.

ST7 Reserved.

ST8 Warranty.

ST8.1 Warranty. Your use of the SaaS Services is at your sole risk. The SaaS Services is provided on an “as is” and “as available” basis.

ST8.4 Disclaimer. NEITHER ARCHISNAPPER 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. ARCHISNAPPER 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 ARCHISNAPPER ACCEPTS NO LIABILITY FOR ANY DAMAGES DIRECTLY OR INDIRECTLY CAUSED BY SUCH APPLICATIONS OR DOWNLOADS.

ST9 Customer Indemnification. If ArchiSnapper 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 ArchiSnapper 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 SaaS 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.

ST10 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. ArchiSnapper assumes no responsibility to verify, nor will it contest Customer's representation that its Authorized Users are properly authorized to access Customer Data; therefore, ArchiSnapper 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 SaaS Services.

ST11 Customer Data

ST11.1 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.

ST11.2 Return of Customer Data. Upon Customer's written request made within thirty (30) days of termination or expiration of a SaaS Service or this Agreement, ArchiSnapper will return to Customer a single copy of all Customer Data in ArchiSnapper's then-current industry standard data extract format. Additional Customer Data copies shall be available for a fee. After such thirty (30) day period, ArchiSnapper 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, ArchiSnapper may retain Customer Data in backup media for an additional period of up to twelve (12) months, or longer if required by law.

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