Deltek ProPricer University Terms

V20241018

The applicable General Terms and these ProPricer University terms shall govern the use of ProPricer University. These terms shall control in the event of a conflict. ProPricer University shall be considered a Subscription Service, as defined below, and subject to the Customer restrictions and obligations described below. ProPricer University is offered on an “as is” and “as available” basis without any warranty. For purposes of these Product-Specific terms, the definition for “Product” shall include “Subscription” or “Subscription Services” as defined below.

1. Definitions:
   1. "Authorized User" means an individual who is authorized by Customer to access and use the Subscription Services, who must be (i) Employees of Customer, (ii) Employees of an Affiliate, or (iii) third party personnel contracted to operate the Subscription 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.
   2. "Content" means the audio, videos, text, graphics, data, and other information and Content that Deltek makes available to Customer through the Subscription Services.
   3. “Employee” shall have the same meaning as contained in the Software License terms.
   4. “Subscription” or “Subscription Services” shall mean the right of a Customer and its Authorized Users to access subscribed to Content made available during the Subscription Period.
   5. “Subscription Period” means for purposes of ProPricer University, the period during which Customer may use the Subscription Services, as specified in the Order Form. Unless otherwise specified in the applicable Order Form, the Subscription Period begins on the Effective Date of the Order Form.
2. Authorized Users.
   1. An Authorized User may, if legally permitted, disclose the Content to other employees of Customer, provided that such Authorized User:
      1. reproduces all proprietary notices relating to the Content,
      2. identifies Deltek or its licensors as the owner of the Content and all intellectual property rights therein, and
      3. advises such other employees that use of the Content is subject to the terms and conditions of this Agreement.
   2. Except as otherwise permitted under this subsection, Customer will not disclose the Content to any person or entity, other than an Authorized User. Customer is solely responsible for maintaining the confidentiality of its user names and passwords for any access to the Content.
3. Use of Subscription Services.
   1. Policy on Acceptable Use. Customer is responsible for use of the Subscription Services by those to whom Customer provides access. Deltek reserves the right to deactivate or suspend Customer's or any Authorized User’s access if use of the Subscription Services is found or reasonably suspected, in Deltek's judgment, to violate these use restrictions.
   2. Use Restrictions. Customer agrees not to:
      1. sell, lease, sublicense, assign or otherwise transfer its rights to access and use the Subscription 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 Subscription Services except and only to the extent permitted or required by law,
      3. disclose or display the Content, falsify or misrepresent any personal or business information regarding an individual’s identity or intentions, or grant access to any part of the Subscription Services to any person or entity who is not an Authorized User, including, without limitation, any consultant or customer of Customer, other than with written permission from Deltek,
      4. access or collect any information from the Subscription Services through the use of "web bots," "scraping," "crawling," "spidering," or any other method not explicitly approved in writing by Deltek,
      5. provide, post, or transmit any data that infringes or violates any Intellectual Property Rights or publicity/privacy rights, or that contains any viruses or programming routines that may damage, interrupt or appropriate the Subscription Service,
      6. use or make the Subscription Services available on a service bureau or time sharing basis,
      7. use the Subscription Services, Content, or Documentation to create any service offering, computer software program, training materials or user documentation that is similar to the Subscription Services or Documentation,
      8. use or facilitate use of the Subscription 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), or
      9. permit any Authorized User or other third party to do any of the foregoing.
4. Authorized Users and Usage.
   1. Authorized User IDs. Each Authorized User is issued a user ID and password which may not be shared or used by more than one person. However, a user ID and password may be reassigned from time to time to a new Authorized User replacing a former Authorized User. Customer is responsible for all access through Customer user IDs. Authorized Users are limited to the number specified in the applicable Order Form. Customer may not use or permit use of the Subscription Services or Documentation by anyone other than Customer's Authorized Users.
   2. 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.
   3. 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 Subscription Services and the Subscription Fee shall be prorated accordingly. Except where the Subscription Fee is a flat fee or the Order Form indicates otherwise, Customer agrees to notify Deltek if the number of Authorized Users increases and to pay the additional Subscription Fees as specified in the Order Form for those additional Authorized Users. The number of Authorized Users cannot be reduced during any Subscription Period.
5. Format.  Deltek has no obligation to make the Content available to Customer in any particular format or to otherwise modify the Software to allow Customer to download the Content. Deltek shall, in its sole discretion, determine the format in which Content will be made available to Customer.
6. Renewal of Orders. Unless either party has given the other party written notice of non-renewal at least thirty (30) days prior to the end of a respective Subscription Period or renewal Subscription Period, each Subscription will renew for an additional period of twelve (12) months at then-current Subscription fees.

V20241018