Deltek Unionpoint SaaS Terms

20231205

Customer is responsible for complying with all requirements listed below.

Workato Inc., (“Workato”) supplemental terms located at https://www.workato.com/legal/embedded-software-supplemental-terms (“Workato Supplemental Terms”).
Definitions. In addition to the definitions below, the Deltek Unionpoint SaaS Terms uses terms defined in the above identified Workato Supplemental Terms.

“Action” means any Recipe/workflow step that interacts with a connected application; actions are tied closely to the Connectors.
“Active Connection” means an individual authentication to a Connector.
“Active Recipe” means a running Recipe that uses an Active Connection.
“Company Service” means Deltek’s Unionpoint hosted service and/or Products (including Productized Integration(s)) provided to Customer as reflected on an Order Form, excluding the Workato Platform, Recipes, Connectors, Embedded Software, and all associated products and/or service provided by Workato.
“Company Service Customer Data” means all documents, messages, graphics, images, files, data, Customer Data and other information processed through the Embedded Software by Customer. Company Service Customer Data does not include Usage Data.
“Connectors” means API-based nodes which allow the transfer of data between software applications through the Workato Platform by using software scripts or application programming interfaces (“APIs”) and are dependent on the Workato Platform, including those provided at https://www.workato.com/integrations.
“Deltek Productized Integration(s)” means an end-to-end workflow provided and managed in the Company Service that integrates one Deltek Product to another Deltek Product or to a third party product.
“Embedded Software” means the Workato Platform, licensed under a limited-use license and embedded into the Company Service which Customer is accessing.
“Recipe” means a set of commands to the Workato Platform that request the Workato Platform to carry out certain actions across software applications based on the occurrence of a designated trigger event.
“Tasks” means a unit of work that occurs every time a Recipe performs an action that requires compute resources. Every time a Recipe invokes an action provided by a Connector, such action counts as one Task. This includes actions done with all Connectors, including Workato tools (e.g., Lookup tables, variables by Workato). A Recipe job may consist of multiple Tasks. The number of Tasks executed in a job depends on the data of the specific trigger event and the Recipe logic. All successfully run actions in a job are counted as Tasks while failed actions are not counted. Any steps in a Recipe that use any Workato Platform Connectors, custom Connectors, and Workato tools are counted as Tasks. Triggers, trigger conditions, and control statements are not counted as Tasks.
“Task Usage Limits” means the number of Tasks identified on the Order Form that are permitted per subscription year of the Subscription Period and priced based on the size of Customer’s company. If Customer’s employee size increases during the Subscription Period, Deltek reserves the right to charge additional fees. Applicable fees will be documented under a separate Order Form.
“Third Party Applications” means Customer’s or a third party’s applications, products, services or websites, including those that may interoperate with the Embedded Software. Customer may use the Recipes and Connectors to connect with Third Party Applications.
“Trigger” means conditional code that either waits for an event to occur or detects a change in an application's data (using features of the Connector). Recipes may commence upon the occurrence of a Trigger.
“Usage Data” means non-identifiable and aggregated data and metadata, as well as usage statistics and operational metrics compiled by Workato in connection with Customer’s usage of the Embedded Software.
“Workato Platform” means the hosted platform that is designed to connect applications and automate workflows.

Use of the Company Service and Embedded Software. Customer will configure the Company Service to ensure compliance with these Deltek Unionpoint SaaS Terms. Customer’s use of the Company Service, and Embedded Software is conditioned upon Customer’s compliance with the Deltek Unionpoint SaaS Terms, and failure to do so may result in the reduction, termination or suspension of the Customer’s use and access to the Company Service, and/or Embedded Software.

Customers using the Productized Integration or Embedded Software must be an active Customer of at least one Deltek Product, other than Deltek Unionpoint.
Customers using the Embedded Software must activate through Deltek a Workato workspace/account and have an Active Connection and associated Active Recipes to other Company Service other than Deltek Unionpoint within nine (9) months of activating their Workato workspace/account.
Customer’s use of the Embedded Software is limited to ten (10) Recipes at any one time that do not have an Active Connection to a Company Service other than Deltek Unionpoint. For Customers using eleven (11) or more Recipes at any one time without an Active Connection to such Company Service, Company may notify and restrict Customer to the 10-Recipe limit and take further action in accordance with this Agreement.
The Embedded Software and Company Service may operate on, with, or use APIs and/or other services operated or provided by third parties. Provided Customer has a subscription to the Company Service, Customer may also use the Recipes and Connectors to connect with Third Party Applications. Customer is responsible for (i) acquiring any Third Party Applications, (ii) accepting and complying with the applicable terms and conditions and privacy policies to the Third Party Applications, (iii) obtaining access to Third Party Applications from their providers, and (iv) the use of such Third Party Applications and any data loss or other losses it may suffer as a result of using such Third Party Applications. Deltek Unionpoint utilizes the Workato platform and therefore Deltek makes no representation as to the platform availability.
Customer is not a Workato competitor, is not acting on behalf of a Workato competitor, and will not provide access to the Workato Platform to any Workato competitor.
Customer shall not exceed its Task Usage Limit.
Customer will not, and will not authorize any third party to, directly or indirectly: (i) interfere or attempt to interfere with the proper working of the Workato Platform or any other user’s use of the Workato Platform, including through abuse of server capacity; (ii) use the Workato Platform for any fraudulent or unlawful purpose; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Workato Platform or any software or data related to the Workato Platform; (iv) copy, alter, modify, or create derivative works of the Workato Platform or any software, source code, object code or underlying structure, design, look and feel, expression, ideas or algorithms, or documentation related to the Workato Platform, or otherwise use the Workato Platform in any way that violates the use restrictions contained in this Agreement, including building any products or services that are competitive to the Workato Platform, or using similar ideas, features, functions of the Workato Platform; (v) sell, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Workato Platform; (vi) remove or otherwise alter any proprietary notices or labels from the Workato Platform or any portion thereof; (vii) bypass any measures Workato may use to prevent or restrict access to the Workato Platform (or other accounts, computer systems or networks connected to the Workato Platform); (viii) scan or test vulnerability of the Workato Platform or related products and services without Workato’s prior written consent; or (ix) use the Workato Platform in violation of any applicable local, state, national and foreign laws, treaty or regulation, including any export control, sanctions regulations or other laws and regulations of the United States or any other relevant jurisdiction, or a third party’s proprietary or contractual rights.
The Deltek Unionpoint Productized Integration requires the Product(s) (including a Deltek Product to a Third Party Application) to be active for the Productized Integration to function. If Customer has a Productized Integration for a Deltek Product to Deltek Product or a Deltek Product to a Third Party Application and a Deltek Product SaaS Service is not renewed, the Productized Integration will expire on the same day as the Deltek Product SaaS Service ends.

Ownership; Licenses.
1. Recipes and Connectors created by Customer are private by default, which means that only Customer has access to such Recipes and Connectors in its account. Deltek will not resell or reuse or distribute, or permit any third party to resell, reuse or distribute, any private Recipe or any private Connector created by Customer.
2. Customer can decide (at its own discretion) to share the private Recipes and private Connectors with other Deltek Unionpoint users by marking them “public,” and Customer grants Deltek an irrevocable, perpetual, transferable, sublicensable, royalty-free and worldwide license under any rights Customer owns in those Recipes and Connectors that are marked public, to view, use, copy, modify and distribute those Recipes and Connectors. Those Recipes and Connectors will become part of the broader community of Recipes and Connectors available in Deltek Unionpoint. Customer agrees that it will not assert any claim or prosecute any action against Deltek or any Deltek Unionpoint users for infringement or misappropriation of any Recipes or Connectors which are similar to, or the same as, any Recipes and Connectors created by Customer.
Warranty Exceptions.
The express warranties set forth herein do not apply to errors or malfunctions caused by the Embedded Software, Productized Integration(s) or Third Party Applications. Deltek hereby disclaims any liability whatsoever arising from Customers use of Third-Party Applications. Deltek does not warrant or support any Third-Party Applications, whether or not they are recommended by Deltek or designated by Deltek as preferred, certified or otherwise, nor does it control the privacy practices of any Third-Party Application to which data may be sent or retrieved, and Deltek shall have no liability nor provide indemnification for any claims, losses or damages arising out of or in connection with Customer’s use of any Third Party Application. Customer understands that in using the Embedded Software, and Company Service, sensitive information will travel through third party infrastructures or Third Party Applications, which are not under Deltek’s control. Deltek makes no warranty to Customer hereunder with respect to the security of such third-party infrastructures or Third-Party Applications. If the provider of a Third Party Application ceases to make the Third Party Application available for interoperation with the Embedded Software, Deltek may not be able to guarantee the continued availability of such features.
Indemnification. Customer shall indemnify, defend and hold harmless Deltek and its employees, officers, parent companies, subsidiaries, and insurers, against any Claim (including a Claim by an Authorized User) arising out of, related to, or alleging that:
1. Customer's grant of access to, use or misuse of the Company Service, the Workato Platform, Recipes or Connectors developed or uploaded by Customer, the Embedded Software, and all associated products and/or service provided by Workato, harms any person, violates any law, or violates a third party's intellectual property rights, privacy, or other rights;
2. Customer has breached any third party terms; or
3. Company Service Customer Data harms any person, violates any law, or infringes, misappropriates or violates a third party's intellectual property rights, privacy, or other rights.
Deltek will provide prompt notice in writing of any Claim and reasonably cooperate with Customer’s defense, at Customer’s expense. Customer will control the defense of any Claim, including appeals, negotiations, and any settlement or compromise thereof; provided: (i) if Customer fails to assume the defense on time to avoid prejudicing the defense, Deltek may defend the Claim, without loss of rights pursuant to this section, until Customer assumes the defense; and (ii) Deltek will have the right, not to be exercised unreasonably, to reject any settlement.
Assignment and Transfer. In addition to the limitations on assignment and transfer provided in Deltek’s General Terms and SaaS Terms, Customer may not in whole or part, assign, transfer, novate, subcontract or sublicense this Agreement or any right or obligation under it, to any competitor of Workato including by merger, acquisition or operation of law, and any assignment made in violation of this provision shall be invalid.
Termination. In the event that Workato, for any reason, ceases to provide Deltek a license to the Embedded Software, Deltek may terminate the Company Service to Customer upon written notice.
Data Processing. Pursuant to Deltek’s General Terms, Deltek processes Company Service Customer Data subject to its Privacy Terms. Customer is aware that in the event it has interactions with Workato outside of Customer’s use of Deltek’s Company Service, then the Workato Privacy Policy currently located at https://www.workato.com/legal/services-privacy-policy may apply.
Order of Precedence. In case of a conflict between Deltek’s General Terms, the SaaS Terms, and these Deltek Unionpoint SaaS Terms, the Deltek Unionpoint SaaS Terms shall take precedence. In the event of any inconsistency between this Agreement and the Workato Supplemental Terms, the Workato Supplemental Terms shall prevail with respect to the Embedded Software.