Software License Terms

20210408

These Software License 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 Software (“Agreement”).

SL1 License-specific Definitions. In addition to the definitions below, the Software License Terms uses terms defined in the General Terms.

SL1.1 “Employee” means:

  1. for Deltek Costpoint, any full-time, part-time, or seasonal employee who is accounted for in the employee master file contained in the Software;
  2. for Deltek Cobra, Deltek MPM, Deltek wInsight Analytics, Deltek wInsight , or Deltek Open Plan, any full-time, part-time, or seasonal employee (including independent contractors) who is paid directly by Customer;
  3. for Deltek Maconomy, any active full-time, part-time or temporary/seasonal employee required by Customer to record time in the Software, excluding independent contractors, subcontractors, and inactive or terminated employees. Customer is required to have a License for every employee that enters data in the Software; or
  4. for Deltek Vision, Deltek Vantagepoint, or Deltek Ajera-related products, any active or inactive full-time, part-time or seasonal employee, or subcontractor who will be accounted for in the employee master file contained within the Software, 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 in the system.
  5. 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.

SL1.2 “Instance” means a running copy of the Software.

SL1.3 “License Fees” means the fees paid for Software licenses. License Fees do not include maintenance (except Term License fees) or Professional Services fees.

SL1.4 “Licensed Location” means the physical location where the server-installed portion of the Software is or will be installed on equipment that Customer owns, leases, or otherwise controls.

SL1.5 “Named User” means anyone whom Customer has authorized to use the Software by issuing an access code.

SL1.6 “Web Portal Authorized User” means collectively, any employees, contractors or agents of Customer that require access to any of the following web portal applications solely for purposes of submission, verification of, and reporting on data submitted to and managed by Customer: Deltek Costpoint Supplier Portal, Deltek PM Compass, Deltek WelcomHome, Deltek WelcomRisk, Deltek WelcomPortfolio, and all Deltek wInsight products.

SL2 Delivery. Deltek will deliver Software, Documentation, and updates via electronic transmission (i) from a server in the United States, FOB shipping point (UCC) for Customers in the United States, or (ii) from a server outside the United States, FCA shipping point (Incoterms 2010) for all other Customers. Software license sales are final and deemed accepted upon delivery.

SL3 License.

SL3.1 Deltek grants to Customer a license to use the Software and Documentation, specified in an Order Form, subject to the terms and conditions of this Agreement (“License”).

SL3.2 Customer may not use or permit use of the Software or Documentation for more than the Customer's current number of Licensed users. Customer may not permit use of the Software by anyone other than

  1. Customer's employees or users
  2. third party personnel contracted to operate the Software on behalf of Customer,
  3. Customer's disaster recovery vendor,
  4. an Affiliate, or
  5. a Web Portal Authorized User.

Customer may copy or incorporate portions of the Documentation or "screen shots" of the Software in training materials for Customer's internal use only, provided that the incorporated materials shall bear a notice of Deltek's copyright.

SL3.3 Customer shall not, and shall not permit any third party to

  1. use the Software or Documentation to provide services for any third party that is not an Affiliate,
  2. make copies of the Software or Documentation except as permitted in this Agreement,
  3. reverse engineer, disassemble or reverse compile the Software,
  4. sell, let for hire, sublicense, distribute, give away or otherwise supply to a third party any of the Software or Documentation,
  5. use the Software or Documentation to create any computer software program, training materials or user documentation that is substantially similar to the Software or Documentation,
  6. make Derivatives of the Software or Documentation, except as permitted by this Agreement,
  7. if applicable, use the Software without having the Dongle Key (if delivered with the Software) connected to the desktop personal computer or network on which the Software is installed,
  8. use or make the Software available on a service bureau or time sharing basis, or
  9. publish any results of benchmark tests run on the Software.

SL3.4 For “Named User” licenses, Customer must have an appropriate number of licenses for all users who accesses the Software. Each Named User must have a unique username and password, and user login information may not be shared, transferred, or disclosed or be used by any other party. In addition, Deltek’s database and associated database tools may not be modified, adapted, or customized, unless such modification, adaptation, or customization is provided as a feature of the Software.

SL3.5 Use rights by "Affiliates" in this License Section shall apply only to Software that has the functionality to support an Affiliate.

SL3.6 For any Licenses that are designated as “read-only,” Customer end users are licensed to access data only and are prohibited from modifying or adding any data in the applicable Software.

SL3.7 Except as otherwise provided, Customer shall install one Instance of the server portion of the Software only at the Licensed Location.

SL3.8 Customer shall be liable to Deltek for any damages resulting from any violation of the terms of this Agreement by any party that Customer permits to use the Software or Documentation.

SL3.9 The License restrictions contained in this License Section shall not apply to the extent such restrictions violate laws that cannot be pre-empted in a license agreement or contract ("Mandatory Laws"). If Customer believes that it has rights to act against or outside this Agreement based on Mandatory Laws, Customer shall not exercise such rights unless and until it has provided thirty (30) days prior notice to Deltek, and Deltek, at its full discretion, has not provided an alternative remedy.

SL3.10 Upon Customer's installation of updates of Software in a production environment, the Software and Documentation Licenses granted under this Agreement will apply to the update, and the Software and Documentation Licenses related to the earlier version or release shall terminate.

SL3.11 Deltek Software may incorporate or be provided to Customer with third party software. Any third party software is licensed solely for use with the Deltek Software with which it is delivered and is governed by this Agreement. Customer shall have or obtain Licenses for any third party software needed to be consistent with any Professional Services provided to Customer.

SL4 License Termination. Customer may terminate any Software License at any time by (1) notifying Deltek in writing and (2) destroying or returning to Deltek, at Deltek's option, all copies of the Software and Documentation.

SL4.1 Within thirty (30) days after the termination or non-renewal of a License, a corporate officer of Customer shall certify:

  1. that Customer has ceased all use of and destroyed all copies of the Software and Documentation;
  2. that any data that is retained in formats only readable by the Software will not be accessible; and
  3. that all rights to use the Software and Documentation have been terminated and that any further use of the Software or Documentation, including copies, is unauthorized and would be in violation of Deltek's rights.

SL4.2 Termination of any License shall not relieve Customer of its obligations to pay any amounts owed to Deltek and shall not entitle Customer to a refund of any amounts paid under this Agreement.

SL5 Relocation. Customer may change the Licensed Location with Deltek's prior written consent and subject to applicable relocation fees, and may operate the Software concurrently at the old and new Licensed Locations for a period of not more than ninety (90) days without having to obtain an additional License.

SL6 License Assignment or Transfer. To effectuate an assignment of Software licenses made pursuant to the terms of this Agreement, the assignee shall provide evidence of the transaction and, if applicable, shall convert, true up, expand, transfer, or relocate the assigned Licenses subject to Deltek's then-current fees. For example, where assignee is an existing Deltek customer, consolidation of the assigned Licenses with assignee’s current Licenses may require a true-up to provide identical product configurations in order for Deltek to issue a consolidated license key (depending on the Software), as well as a single consolidated agreement covering all assigned and existing licenses.

SL7 Non-Production Instances.

SL7.1 Test, Development, and Training Instance. Customer may use one Instance of the Software in a non-production environment solely for Customer’s internal testing, development, and training purposes. Customer’s installation and use of the Software for these purposes is limited to the same number of licensed users as permitted under the applicable Order Form and this Agreement.

SL7.2 Disaster Recovery and Archival Instance. Customer may make back-up copies of the Software as necessary for use in disaster recovery and archival purposes, provided that the copies are kept in a secure location and not used for production purposes. Additional Licenses for non-production Instances may be purchased by Customer subject to the terms of the Agreement.

SL7.3 Support on Non-Production Instances. Support for non-production Instances of Software under a current maintenance plan will be limited to set up.

SL8 Term Licenses. Applicable Term License terms take precedence over any conflicting terms in the rest of this Agreement. The following terms apply where Software is licensed hereunder for the term identified in the Order Form.

SL8.1 Maintenance for Term License Software is included in the Annual Term License Fee. Maintenance ceases if the Term License expires and is not renewed.

SL8.2 The Term License Software will automatically renew for additional twelve (12) month periods unless Customer gives Deltek written notice not to renew the Term License at least thirty (30) days prior to the start of renewal term.

SL8.3 Co-Termination. For multi-year Term Licenses, the first invoice will be for either the first twelve (12) months of the Term or the portion thereof to correspond with the term for other term products, at Deltek's option. The Term for expansions (additional users of current Term License Products) will be for the same Term as the Customer’s Product for which more users are being added. For add-ons (Term Licenses for additional Products) the Term will be pro-rated to correlate with Customer’s current Term License period for other products.

Except for adjustments related to increases in the applicable number of Named Users, the Term License Fee will not be increased during any twelve-month term.

SL9 Reporting. No later than thirty (30) days after each anniversary of the Effective Date, Customer will provide Deltek with a report of the numbers of Employees, User IDs and Named Users, as applicable, for each item of Software licensed to Customer during the prior twelve-month period. Any Customer with a commitment to have licenses for all employees will also report the total number of employees for Customer and Affiliates covered by that commitment.

SL10 Audit Rights. Customer will keep accurate records of the number and location of copies of the Software made and distributed, and the number, license types and locations of users of the Software. Deltek may enter Customer's premises during business hours on reasonable advance notice for the purpose of examining, or having examined, Customer's relevant books, records, disaster recovery plan and computers to verify Customer's compliance with this Agreement. Deltek will be subject to reasonable rules and regulations regarding access to the Customer's facilities that are provided to Deltek in advance of the audit. Audits will be at Deltek's expense, unless the audit reveals that Customer has materially breached the Agreement, in which case the audit will be at Customer's expense. Deltek may provide the audit results to its licensors when required by the licensors.

SL11 RESERVED.

SL12 Software Warranty.

SL12.1 Warranty. Deltek warrants that the Software will be free from Defects for a period of one year from the date of initial delivery of the Software specified in an Order Form, for the initial term only in the case of Term Licenses ("Software Warranty Period"), when the Software is used in accordance with the Documentation. The Software Warranty Period may differ for specific Software in the Product-Specific Terms or in an Order Form. Deltek further warrants that it has not introduced into the Software any feature designed to damage or erase the Software or data. The Software may contain license protection features that limit access to the Software to the use permitted under this Agreement. Customer shall not circumvent or render inoperative any such protection features. To be valid, a warranty claim must be in writing and submitted to Deltek within the Software Warranty Period. If, during the Software Warranty Period, Customer believes that the Software has Defects, Customer shall promptly notify Deltek in writing, describe with specificity any such Defect, and provide a listing of output and such other data as may be required by Deltek to reproduce the Defect. Customer's exclusive remedy and Deltek's sole liability for Software performance under this software warranty will be (1) to use reasonable efforts to correct any such Defects and supply Customer with a Correction as soon as reasonably practicable, or (2) if Correction or replacement is not reasonably achievable by Deltek, to terminate Customer's License(s) for the affected Software and refund the License Fee paid upon Customer's certification that all copies of the Software have been returned or destroyed. The foregoing Software Warranty does not apply to Evaluation Licenses.

SL12.2 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 or implement Corrections or updates, (5) use of the Products in combination with materials or hardware not provided, specified or approved in writing by Deltek, (6) improper installation by Customer, any third party personnel contracted to operate the Software on behalf of Customer or, 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 (other than Deltek-supported third party software) except as otherwise agreed in writing.

SL12.3 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.

SL12.4 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.

SL13 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 Customer has breached any third party terms.

SL14 Security. Customer is solely responsible for verifying that its Active and Named Users are properly authorized to access Customer systems 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 Active or Named Users are properly authorized to access Customer systems; 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.

SL15 Maintenance and Support.

SL15.1 Maintenance. During any period for which Customer has made the required maintenance payment or payment for any Software that includes maintenance, Customer shall be entitled to receive the following from Deltek:

  1. updates;
  2. Defect Correction (as described below);
  3. Support (as determined by your specific support plan located on the Order Form or maintenance invoice); and
  4. a subscription to Deltek's online support network.

SL15.2 Defect Correction.

Customer shall document and report suspected Defects in the Software 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 Software. Deltek will continue to support prior Software releases for no more than six months after the most recent release. 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.

SL15.3 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 Software 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.

SL15.4 Excluded Items.

Deltek's maintenance and support obligations shall not include:

  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 has installed and is using the Software, (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 Software 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. providing services or support for installation and testing of updates or Corrections; or
  8. 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.

SL15.5 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.

SL16 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