Deltek Specpoint™ AE Terms

20250520

Deltek enters the Agreement for itself and on behalf of The American Institute of Architects (“AIA”). MasterSpec® is copyrighted by the AIA and is exclusively published by Deltek for the AIA. MasterSpec® is a registered trademark of the AIA.

1. Definitions.

“AIA MasterSpec® Copyright Notice” means the copyright notice required to be included on any Customer Product created by Customer using MasterSpec documents (in whole or in part) prior to distribution of Customer Product. The Copyright Notice shall read as follows: “MasterSpec Copyright © 20__ [Insert Current Date] American Institute of Architects. Portions of document are Copyright © 20__ [Insert Date] “AYZ firm” for “ABC Project”. The AIA MasterSpec documents are protected by U.S. Copyright Law and International Treaties and may not be used without express written permission.”

“Authorized Third Party” means a third-party consultant, contractor or subcontractor that is hired by Customer and is not an (1) employee of Customer, or (2) affiliate of Customer.

“Authorized User” means (1) an employee or member of the Customer’s business or organization that is directly associated with the Customer, or (2) an Authorized Third Party.

“Contributor User” means a restricted Authorized User that has a limited right to access and use the Product(s). A Contributor User is limited in that it may only supplement the project documentation with notes, markups and comments.

“Customer Content” means the specifications, data, graphics, text, audio content, information or material that are owned by Customer prior to the Effective Date and not derived from the Product.

“Customer Product” means a specification produced by Customer using the Products.

“Deltek SpecText™ Copyright Notice” means the copyright notice required to be included on any Customer Product created by Customer using SpecText documents (in whole or in part) prior to distribution of Customer Product. The copyright notice shall read as follows: “SpecText Copyright © 20__ [Insert Current Date] Deltek, Inc. All rights reserved. Portions of document are Copyright © 20__ [Insert Date] “AYZ firm” for “ABC Project”. The SpecText documents are protected by U.S. Copyright Law and International Treaties and may not be used without express written permission.”

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

“Effective Date" means the date of the last signature of an Order Form unless or otherwise defined in an Order Form.

“Marks” means a registered or unregistered trademark, service mark, trade name, logo, service name, or other proprietary marking.

“MasterSpec” means the AIA’s copyrighted comprehensive building and construction specifications library, exclusively published by Deltek for the AIA and provided via Specpoint.

“Named User” means anyone Customer has authorized to use the Services by issuing an access code. A Named User is an Authorized User.

“Office Master” means a derivative of the Product as an internal guide specification to document standards, products and practices used practice-wide by a particular firm or firm’s site.

“Order Form” means a document executed by Customer and accepted by Deltek to purchase Deltek Products or Services.

“Services” means, collectively, any Deltek applications provided as a Software as a Service (“SaaS”) that are ordered by Customer, including services provided under a maintenance plan but excluding professional services.

“Specification Consultant” means a person or entity who utilizes MasterSpec or SpecText for a third party who has retained the specification consultant’s service to develop specification(s) for a Specific Construction Project.

“Specific Construction Project” means Customer’s construction project or projects for which the Product was specifically prepared.

“Specpoint”: means Deltek’s “cloud based” specification authoring, management and design automation software product which leverages the MasterSpec® and SpecText content.

“Specpoint Best Practices” means an add-on module to Specpoint. Specpoint Best Practices cannot be used outside of Specpoint and requires an active subscription to Specpoint during the Subscription Period corresponding to Specpoint Best Practices.

“SpecText” means Deltek’s copyrighted comprehensive specifications library for infrastructure projects provided via Specpoint.

"Subscription Period" means the period during which Customer may use the Services, as specified in the Order Form. The Subscription Period begins on the Effective Date of the Order Form.

“Term License” means a license to use e-SPECs Software for a fixed period of time identified in an Order Form; the fixed period of time is the “Term.”

“The Construction Specifications Institute, Inc. Copyright” means the notice applicable to MasterSpec® and incorporated therein as follows: © 2021 The Construction Specifications Institute, Inc. (CSI). MASTERFORMAT®, OMNICLASS® and UNIFORMAT® numbers and titles are used by Deltek, Inc. under license (http://www.csiresources.org)

2. Services Rights & Subscription Period License. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, Deltek grants Customer a limited, non-exclusive, nontransferable and non-sublicensable right to access and use the Services, specification content and resources, and related documentation that are listed on the Order Form (collectively, the “Product(s)”) during the Subscription Period. The right to access and use the Services only permits the Customer to allow an Authorized User to use and access the Product to prepare Customer Product in accordance with the terms of this Agreement.

3. Specification Consultants. If Customer is a Specification Consultant, Customer may prepare Customer Product for its customers but may not prepare specifications for manufacturers or their products, or prepare any Office Master for any end user without that end user obtaining a subscription from Deltek. If Customer is a Specification Consultant and prepares Customer Product for its customers, Customer shall use best efforts to indicate in its agreement with its customers that the customer should obtain a Product subscription from Deltek to use the Customer Product.

4. Ownership; No Implied Rights. The Products are provided to Customer solely for use in accordance with express terms of this Agreement. Nothing in this Agreement grants to Customer or any third party, by implication, waiver, estoppel or otherwise, any intellectual property rights or other right, title or interest in or to the Products or the Customer Product. Deltek and AIA shall retain all of their respective rights, title and interest in and to the Products.

5. Permitted Use. Customer may use the Products, and permit an Authorized User to use the Products, solely for the following purposes (collectively, the “Permitted Use”):

1. network and distribute the Product for use by an Authorized User in accordance with the terms of this Agreement;
2. allow an Authorized User to edit the Product specification content in the development of a Customer Product in accordance with the terms of this Agreement and solely for use on a Specific Construction Project;
3. reproduce and distribute the Customer Product to Customer’s customers and other relevant parties as necessary for use on a Specific Construction Project, in a format that includes the corresponding Copyright Notice described in Section 1 above;
4. upload or otherwise place the Product specification content or a Customer Product on a shared environment that is password controlled and limited to Authorized Users and other third parties utilizing the environment for the Specific Construction Project, in accordance with the terms of this Agreement;
5. distribute a Customer Product to third parties for evaluation and editing with respect solely to a Specific Construction Project, provided it is in a locked format that tracks any changes or comments and third parties are advised that the Customer Product cannot be further used or distributed for use other than on the Specific Construction Project; and
6. create or maintain an Office Master or edited guide specification as a template for creating a Customer Product for use in the performance of a Specific Construction Project or for the use in the performance of a future project provided that such use occurs under a valid and existing license with Deltek and in accordance with the terms of this Agreement.

6. Restricted Uses. Customer, shall not, and shall not permit any Authorized User or third party, to access, use or perform any other act on or related to the Products or a Customer Product except as expressly permitted by this Agreement. Except as otherwise expressly permitted in this Agreement, Customer shall not at any time, directly or indirectly:

1. use the Product for any purpose other than for preparing a Customer Product for use on a Specific Construction Project or for creating and maintaining an edited guide specification for creating a Customer Product;
2. use or reuse the Product or a Customer Product on a project that is not included in the definition of “Specific Construction Project”;
3. distribute, provide copies for review, allow access or send the Product to any third party that is not an Authorized User;
4. distribute, provide copies for review, allow access or send the Customer Product to any third party without the corresponding Copyright Notice, described in Section 1 above, included;
5. allow or encourage a customer or third party to edit the Customer Product once distributed by Customer, unless such customer or third party provides written documentation to Customer that is has a valid, existing and requisite license with Deltek, or Deltek provides its written permission and such customer or third party agrees to be bound by the terms of this Agreement;
6. use the Products or any component of the Products to create, improve, enhance, use as a research tool for, or update, a competing master specification system, including, without limitation, a new Office Master;
7. copy, distribute, rent, loan, disseminate, copyright, publish, sell, resell, transfer, reproduce or create any derivative versions of the Products or Customer Product, or any component of the Products or Customer Product, except as expressly permitted in this Agreement; or
8. upload, distribute or otherwise place any Products, or any component of the Products, on the internet except as expressly permitted in this Agreement.
9. Remove or replace any Marks from the screens on which the Software is displayed or the Services are viewed or accessed or any associated materials without Deltek's express written consent, and to reproduce all Deltek Marks on any copy or portion of any associated materials.

7. Customer Responsibility.

1. Payment Terms. In consideration of the rights granted hereunder, Customer shall pay to Deltek the annual fees set forth on the Order Form for use of Deltek Specpoint on the Effective Date. The annual fees are non-refundable. All subsequent payments due hereunder shall be made prior to commencement of a renewal period. In the event any payment due hereunder is not paid in full when due, Deltek reserves the right to immediately suspend its performance obligations under the Agreement until Customer's account is made current.
2. Customer understands and agrees that Customer must review the Products for completeness and accuracy and edit the Products before incorporating it into a Specific Construction Project. If Customer finds any errors or defects in the Products then Customer will use best efforts to promptly notify Deltek in writing with sufficient detail to enable Deltek to identify and correct such errors or defects.
3. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, privacy and maintenance, and copyrights of all Customer Content. Customer acknowledges that it is solely responsible for maintaining the confidentiality of passwords used to access the Products and to only permit an Authorized User to access the Products. Customer is responsible for any and all activities by Customer or any Authorized User that occur under Customer’s Product account. Customer shall take commercially reasonable measures to safeguard and secure the Product from infringement, misappropriation, theft, misuse or unauthorized access.
4. Customer agrees to promptly notify Deltek in writing if Customer becomes aware of any actual or suspected infringement, misappropriation or other violation of Deltek’s rights in the Products relating to Customer’s use of the Products.
5. Upon any suspected infringement, misappropriation or other violation of Deltek’s rights in the Product relating to Customer’s use of the Products, Customer understands and agrees that Deltek has the right, during normal business hours and on reasonable notice, to inspect, copy and review the records, servers and systems of the Customer related to (1) its use of the Products, (2) its distribution of the Products or a Customer Product, and (3) a Specific Construction Project. The inspection right provided by this Section shall apply to all forms of Customer records including, without limitation, records stored in paper, electronic or cloud based format.

8. Reserved.

9. General Terms and Conditions.

1. Dispute. In the event of any Dispute arising from or relating to these Terms and Conditions 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 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.
2. Disclaimer and Limitation of Liability. Neither Deltek nor the AIA makes any representation or warranty as to (1) any Customer Product, (2) the completeness or accuracy of the information presented in the Products, (3) that the Products (including the media upon which it is transmitted) will operate in conjunction with any particular software, hardware or operating system, (4) that the Products will not be modified or discontinued, or (5) the accuracy or success of the results of a Specific Construction Project. Unless expressly stated in this Agreement, the Products are made available to Customer “as is” on the condition that Customer will make its own determination as to the Product’s suitability for Customer’s purposes before its use.
   
   Customer’s version of Specpoint may include certain artificial intelligence ("AI") features such as data summarization, AI-powered chat or search, and other data analysis capabilities. THESE AI FEATURES ARE PROVIDED STRICTLY ON AN “AS IS,” “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF SUCH FEATURES IS AT CUSTOMER’S SOLE RISK. These AI features include content generated by artificial intelligence and Deltek does not independently verify the accuracy of such content. Customer acknowledges that content from AI features may contain inaccuracies or errors and that Customer is responsible for independently reviewing and verifying its accuracy.
   
   THE AIA AND DELTEK MAKE NO (AND EXPRESSLY DISCLAIM ANY AND ALL) REPRESENTATIONS AND/OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT OR ANY CUSTOMER PRODUCT, OTHER INFORMATION OR SERVICES PROVIDED OR THE MATERIALS, PRODUCTS, SYSTEMS, OR APPLICATIONS TO WHICH THE INFORMATION REFERS.
   
   IN NO EVENT SHALL THE AIA, DELTEK, OR ANY THIRD PARTY WHO HAS PARTICIPATED IN DEVELOPING, MARKETING, OR DISTRIBUTING THE PRODUCTS BE LIABLE FOR ANY INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES OR FOR ANY LOSS OF PROFITS INCURRED BY ANY PARTY IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE PRODUCT. IN ANY EVENT, EXCEPT FOR INDEMNIFICATION OBLIGATIONS ARISING FROM DELTEK’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, DELTEK’s AND AIA’s CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE PRODUCT, INCLUDING ANY USE OF A CUSTOMER PRODUCT PRODUCED THROUGH CUSTOMER’S USE OF THE PRODUCT, SHALL NOT EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID TO DELTEK BY CUSTOMER DURING THE IMMEDIATELY PRECEDING TWELVE MONTH PERIOD. Some states do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply to Customer.
3. Indemnification. Customer shall indemnify and hold harmless Deltek and the AIA from any claim, demand, or damage, including costs and reasonable attorneys' fees, due to or arising out of third party claims related to (a) Customer’s or an Authorized User’s use of the Product in violation of any term or condition of this Agreement, (b) Customer’s or an Authorized User’s use of the Product in combination with any software, hardware, operating system or information prohibited by Deltek in writing, (c) any prohibited edits or modifications made by Customer or an Authorized User to the Product, (d) Customer’s or an Authorized User’s intentional misconduct, negligent acts or omissions related to a Specific Construction Project, (e) a third party’s use of any Customer Product unless related to Deltek’s negligent acts or omission in preparation and delivery of the Product, or (f) any violation or breach by Customer or an Authorized User of this Agreement, any applicable law, or any third party rights.
   
   Deltek shall indemnify and hold harmless Customer from any claim, demand, or damage, including costs and reasonable attorneys’ fees, due to or arising out of third party claims related to (a) Deltek’s intentional misconduct, negligent acts or omissions in preparation and delivery of the Product, or (b) Deltek’s actual infringement or misappropriation of a third party’s patent, copyright, trademark, trade secret or other intellectual property right in the Product.
4. Customer Liability for Unauthorized Use. In the event Customer or an Authorized User uses or reuses the Products or a Customer Product on a project that is not included in the definition of “Specific Construction Project”, then Customer shall be obligated to pay to Deltek the fees that would be due for such use had Customer or an Authorized User properly licensed the Products or Customer Product. In addition, if Customer fails to discontinue use of the Products or any Customer Product after the termination or expiration of this Agreement, Customer shall continue to be bound by the terms of this Agreement and shall be obligated to pay Deltek the fee for the time period during which such unauthorized use occurs.
5. Term and Renewal. 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, the Agreement will automatically renew for an additional period of twelve (12) months at Deltek’s then-current fees. However, the parties may agree in writing to renew for a longer periods and/or at other mutually agreed upon rates.
6. Termination. Either party may terminate this Agreement as a result of a material breach by the other party, if (a) the non-breaching party provides written notice to the other party of the breach, and (b) such breach, if remediable, is not cured within fifteen (15) days of receipt of notice.
   
   Deltek may terminate this Agreement immediately upon written notification to Customer in the case of (a) AIA’s discontinuance of its service to Deltek, or (b) Customer’s breach of Deltek’s intellectual property rights or restrictions on Customer’s use of the Products. Upon termination for any reason, all use granted under this Agreement shall immediately terminate. Customer shall (a) destroy all components of the Products and any Customer Product (b) remove the Products and any Customer Product from any website or database hosted by Customer, and (c) certify in writing that the Products and any Customer Product, including copies, have been destroyed and removed from Customer’s continued access and use. However, Customer shall be permitted to maintain possession of non-editable, PDF copies of Customer Products developed for a Specific Construction Project solely for archival project record purposes in accordance with the terms of this Agreement. 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.
7. Confidentiality. In connection with this Agreement each party may disclose (as the “Disclosing Party”) or make available to the other party (as the “Receiving Party”) Confidential Information. “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential”. The Receiving Party hereby agrees that the Confidential Information will be used by it solely for the purpose of this Agreement. Except as otherwise provided in this Agreement, the Receiving Party shall not use any Confidential Information for its own benefit, or publish, or otherwise disclose to others, or permit the use by others for their benefit or the detriment of the Disclosing Party; provided, however, that nothing in this Section shall prevent Deltek from collecting information of the Customer and aggregating such information with other Deltek customers’ information in a manner that does not identify the name or identity of Customer.
8. Maintenance and Support. Deltek shall provide reasonable general technical support in accordance with Customer’s support plan as identified in an Order Form ("Support") to allow Customer’s authorized maintenance contact(s) to report problems and to seek assistance in the use of the Services during Deltek's standard Support hours.
9. Add-Ons and Expansions. Customer may add new or expand existing Products, which will be made coterminous with the anniversary date of the then-current Subscription Period and the fees will be prorated.
10. Governing Law. This Agreement will be governed in all respects by the laws of the State of Delaware.
11. Compliance. Customer warrants that it will comply with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
12. Privacy. For purposes of Processing Personal Data subject to additional legal requirements, including, but not limited to Privacy Laws as defined in the Privacy Terms, Deltek and Customer agree that such Processing will be in accordance with the Deltek General Privacy Terms ("Privacy Terms") located at https://www.deltek.com/en/deltek-contracts/is-privacy-terms. In the event of conflict between these Terms and Conditions and the Privacy Terms, the Privacy Terms shall prevail. The capitalized terms in this Section have the meaning described in the Privacy Terms.
13. Feedback. Customer's comments, suggestions, or other feedback are provided voluntarily, and Deltek may use any feedback as it sees fit.
14. Entire Agreement/Waiver. This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes and replaces any and all prior written, oral agreements, or purchase order terms. Nothing contained in this Agreement shall be construed to limit either party’s rights and remedies available at law or in equity. A party’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.
15. Assignment. Customer may not in whole or part, assign, transfer, novate, subcontract or sublicense this Agreement or any right or obligation under it except with Deltek’s prior written consent, and any assignment made in violation of this provision shall be invalid. However, Customer may assign this Agreement, without Deltek's written consent, to any successor in interest by way of merger or the acquisition of substantially all of Customer’s assets; provided that (1) assignor's account with Deltek is current at the time of assignment, (2) assignee is not a direct competitor of Deltek, and (3) assignee will be bound by Deltek’s then-current terms and conditions.
16. Changes in Terms and Conditions upon Renewal. Deltek reserves the right to revise future prices of the Products and change these terms and conditions upon a renewal of this Agreement.
17. Protection of Deltek Intellectual Property Incorporated in Customer Product. Customer agrees to use best efforts to assist Deltek with the enforcement of Deltek intellectual property contained in Customer Product with respect to Customer customers. These efforts shall include, without limitation, providing Deltek reasonable assistance to communicate with Customer customers any Deltek take-down/action requests with respect to the Products if Deltek has a good faith belief that a Customer customer is violating Deltek’s intellectual property rights. Furthermore, Customer shall use best efforts to include the corresponding Copyright Notice described in Section 1 above, at least once in a conspicuous location, in any Customer Product.
18. Publicity. Neither party will issue any press release, advertising, nor other public materials that use the Marks or refer to the other party or Deltek’s licensors, the existence of this Agreement, the Products or the Professional Services provided without the other party's prior written consent. However, Deltek 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.
19. E-mail Communications. Each party shall comply with the U.S. CAN-SPAM Act of 2003, 15 U.S.C. §§ 7701-7713 (“CAN-SPAM Act”) and similar legislation when applicable. Customer consents to receiving email messages from Deltek that may constitute “commercial e-mails” under the CAN-SPAM Act. Customer may at any time “opt out” of receiving future emails from Deltek.
20. 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.
21. 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 Deltek must be sent to Deltek, Inc., 2291 Wood Oak Drive, Herndon, VA 20171, Attention: General Counsel, or by email to [email protected] and to Customer via email to the primary contact with Deltek.
22. Deltek Amendments to Agreement. Deltek may amend the Agreement from time to time and such amendments will be effective as follows: i) on the date of posting by Deltek when amendments are required by applicable law or additions or modifications to the Products that Deltek makes available to all Customers; and, ii) on the date of Customer’s next contract event for amendments that do not fall under i) above. For clarification purposes, a contract event, includes, but is not limited to, new Product/expansion Order Forms and renewals for Term Licenses, and maintenance and support.

10. End-User License Agreement for e-SPECs Software. If the Products purchased by Customer includes Deltek’s e-SPECs Software (the “Software”), then Customer shall, in addition to the above-listed terms, also be bound by the additional terms reflected under this End-User License Agreement for the Deltek Software below. In the event of any conflict between this Agreement and provisions of the EULA, the EULA shall control followed by this Agreement. Deltek reserves the right to amend the EULA upon written notice to Customer.

This End-User License Agreement (the “EULA”) is between Deltek, Inc. (“Deltek”), and the party identified on the Order Form (“Customer”). This EULA grants Customer the limited right to use the products and services listed on the Order Form, subject to these terms and conditions.

10.1. License

License Grant. Subject to the provisions of this EULA, Deltek grants to Customer a revocable, non-transferable, non-sublicensable, and non-exclusive access to use the e-SPECs Software, as applicable (the “Software”), solely in object code form.

Ownership. The Software is provided to Customer solely for use in accordance with express terms of this EULA. Nothing in this EULA grants to Customer or any third party, by implication, waiver, estoppel or otherwise, any intellectual property rights or other right, title or interest in or to the Software. Deltek shall retain all of their respective rights, title and interest in and to the Software.

Third Party Software. By entering into this EULA, Customer acknowledges that the Software may be subject to additional license agreements between Deltek and other third-parties regarding software and content that is embedded in the Software, and Customer is the end-user of Software licensed to Deltek. Customer acknowledges that the Software may include elements that are licensed to Deltek under, and are subject to, such third-party license agreements. Customer agrees that it takes the license granted herein subject to any such third-party license agreements, and all of Deltek’s rights in any third-party software are subject to such third-party license agreements reservation of rights. Customer acknowledges and agrees that Customer is licensed to use the Software only in accordance with the express provisions of this EULA and not further or otherwise.

Support. Deltek will provide telephone and electronic support during Deltek’s published support hours for Customer to report problems related to Customer’s use of the Software and for assistance with regard to such problems. Deltek will use commercially reasonable efforts to provide Error Corrections for all verifiable, reproducible Errors reported to Deltek. "Error" means a significant failure of the Software to substantially conform to the Documentation. "Error Correction" means either a software modification or addition in object code form that when made or added to the Software establishes substantial conformity to the Documentation or a procedure or routine that, when included in the regular operation of the Software, eliminates the practical adverse effect on Customer of such nonconformity. An Error Correction shall be considered a portion of the Software within the meaning of the License Grant in above. Customer acknowledges that Deltek may not issue Error Corrections for all Errors. Customer shall receive periodic improvements and/or additions to the Software, including Error Corrections ("Updates"). All such Updates shall become part of the Software. Updates shall not include any new feature or substantial additional functionality which, in Deltek's sole discretion, is subject to additional licensing fees and/or provisions. Deltek’s support obligations shall be excluded in the following circumstances: (a) following willful damage to the Software or negligence in its use by Customer; (b) where the Software has not been used, maintained, and/or stored in accordance with any instructions or recommendations given by Deltek to Customer or in accordance with the provisions of this EULA; (c) where problems with the Software arise from software not supplied by Deltek; (d) where the Software is used other than in the correct configuration; and/or (e) following any unauthorized use of or modification to the Software.

Restrictions. Customer shall not, to the fullest extent permitted by law: (a) copy or reproduce the Software; (b) merge the Software with any other software; (c) translate, adapt, vary, or modify the Software; or (d) disassemble, decompile, or reverse engineer the Software, or otherwise attempt to derive the source code of the Software.

Further restrictions. Customer shall not: (a) provide, disclose, demonstrate, or otherwise make available the Software to any third party except as expressly permitted in this EULA; or (b) use the Software to provide any training for any third party; or (c) sell, lease, rent, transfer, hire-out, license, sub-license, assign, distribute, publish, charge, pledge, encumber, or have any software written or developed that is based on or derived from the Software. Notwithstanding the foregoing, in the event that Customer is required to offer a limited sub-license to its customers to access the Software to allow its customers access to e-SPECs for purposes of editing eSPECs, Customer must first obtain Deltek’s written permission to do so and Customer’s customer must agree to be bound by the terms set forth in this Agreement.

Obligations. Customer shall at all times: (a) supervise and control access to and use of the Software in accordance with the provisions of this EULA; (c) provide Deltek from time to time on request with contact details for the person(s) responsible for supervising and controlling such access and use.

Acknowledgements. Customer acknowledges and agrees that the Software is not error-free and agrees that the existence of any errors in the Software shall not constitute a breach of this EULA by Deltek.

NO IMPLIED WARRANTIES, ETC. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS PROVIDED "AS IS" AND THAT THE EXPRESS UNDERTAKINGS OF DELTEK HEREUNDER ARE INTENDED TO REPLACE AND SUPERSEDE ANY WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE, DELTEK GIVES NO WARRANTY OR GUARANTEE THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE USE OF THE SOFTWARE WILL BE UN-INTERRUPTED, OR THAT ANY ERRORS AND/OR DEFECTS IN THE SOFTWARE CAN OR WILL BE CORRECTED.

DISCLAIMER OF WARRANTIES. REGARDING THIRD PARTY PRODUCTS EMBEDDED OR INCLUDED IN THE SOFTWARE, CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE IS A PRODUCT PROVIDED TO DELTEK BY A THIRD PARTY AND DELTEK’S ABILITY TO MAKE REPRESENTATIONS AND WARRANTIES REGARDING THE SOFTWARE IS THEREBY LIMITED. DELTEK MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, OR EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM INTEGRATION, NON-INFRINGEMENT, DATA ACCURACY, OR QUIET ENJOYMENT (ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED). DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THIRD PARTY PRODUCTS SHALL BE UNINTERRUPTED OR ERROR-FREE.

LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY. EXCEPT AS SET FORTH IN INDEMNIFICATION SECTION OF THIS AGREEMENT, CUSTOMER’S EXCLUSIVE REMEDY IS TO CEASE USING THE SOFTWARE. IN NO EVENT SHALL DELTEK OR ANY DELTEK PARENT, SUBSIDIARY, OR AFFILIATE, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY OTHER DAMAGES OF ANY KIND OR NATURE OR IN ANY MANNER WHATSOEVER, REGARDLESS OF THE CAUSE OF ACTION; INCLUDING ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR GOODWILL, OR TAX LIABILITY RESULTING FROM THE USE, MISUSE, OR INABILITY TO USE THE SOFTWARE (OR ANY PORTION THEREOF), MAINTENANCE, OR ANY OTHER PRODUCTS OR SERVICES, PROVISION OF OR LACK OF SUPPORT, OR OTHERWISE, EVEN IF DELTEK HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

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