Opportunity Manager and Partner Management

ST1 Definitions. In addition to the definitions below, the SaaS Terms uses terms defined in the General Terms.

ST1.1 "Administrator" means an appointed employee of Customer with the ability to make requests plus rights to reset an administrative password with respect to the SaaS Products. Customer will have one Administrator.

ST1.2 "Authorized User" means an individual who is authorized in accordance with this Agreement by Customer to access and use the SaaS Products, who may be (i) Employees of Customer, (ii) Employees of an Affiliate, or (iii) third party personnel contracted to operate the SaaS Products 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 “Correction” means, without limitation, workarounds, support releases, component replacements, patches and/or documentation changes made available by Deltek to the SaaS Products.

ST1.4 "Customer Data" means all electronic data or information that Customer or any Authorized User loads or enters into the SaaS Products and all results from processing such data.

ST1.5 “Defect” means a failure of the SaaS Product to operate substantially in accordance with the Documentation.

ST1.6 "Employee" means any full-time, part-time or seasonal employee of Customer.

ST1.7 “Misuse” means any use of the SaaS Products in disregard of any Documentation, other written instructions, warning messages, or known or reasonably anticipated adverse consequences.

ST1.8 "Named User" means anyone Customer has authorized to use the SaaS by issuing an access code. A Named User is an Authorized User.

ST1.9 “SaaS Products” means the Deltek Opportunity Manager and Partner Management applications or applications provided as a service by Deltek but excluding Professional Services.

ST2 SaaS Products Rights & Subscription Period. Deltek grants to Customer a non-exclusive, non-transferable, non-sublicenseable right to access and use the SaaS Products described in the Order Form for Customer’s internal use (meaning for purposes which do not directly produce revenue for Customer) during the Subscription Period. Customer shall have no right to receive any object code or source code relating to the SaaS Products. Customer grants to Deltek a non-exclusive, non-transferable right to access and use Customer Data as reasonably required to provide the SaaS Products. Customer may not copy or incorporate portions of the Documentation or "screen shots" of the Products except in training materials for Customer's internal use only, provided that the incorporated materials shall bear a notice of Deltek's copyright.

ST3 Use of SaaS Products.

ST3.1 Policy on Acceptable Use. Customer is responsible for use of the SaaS Products 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 SaaS Products is found or reasonably suspected, in Deltek's judgment, to violate the use restrictions set forth in this Agreement.

ST3.2 Use Restrictions. Customer agrees not to:

sell, lease, sublicense, assign or otherwise transfer its rights to access and use the SaaS Products,
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 Products except and only to the extent permitted or required by law,
disclose, display or grant access to any part of the SaaS Products to any person or entity who is not an Authorized User, including, without limitation, any consultant or customer of Customer,
collect any information from the SaaS Products through the use of "web bots", "scraping", "crawling", "spidering", or any other method not explicitly approved in writing by Deltek,
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 Products,
use or make the SaaS Products available on a service bureau or time sharing basis,
use the SaaS Products or Documentation to create any service offering, computer software program, training materials or user documentation that is substantially similar to the SaaS Products or Documentation,
use or facilitate use of the SaaS Products 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),
use the SaaS Products in any application or situation where failure of the SaaS Products could lead to death or serious bodily injury of any person, or to severe physical or environmental damage,
attempt to disable or circumvent any security mechanisms used by the SaaS Products or otherwise attempt to gain unauthorized access to any portion or feature of the SaaS Products, including using manual or electronic means to avoid any use limitations placed on the SaaS Products, such as access and storage restrictions,
use of the SaaS Products (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 Products or any transaction being conducted on the SaaS Products, or increases risk to the integrity of any network, computer or communications system,
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 Deltek in connection with the SaaS Products,
access or use the SaaS Products for purposes of monitoring the SaaS Products’ availability, performance or functionality, or for any other benchmarking or competitive purposes, including monitoring traffic absent permission or falsifying origin of data traffic,
use the SaaS Products to process or store classified data. If Customer introduces classified data into the SaaS Products, Customer will be responsible for all sanitization costs incurred by Deltek,
permit any Authorized User or other third party to do any of the foregoing.

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

ST4 Authorized Users and Usage.

ST4.1 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 SaaS Products or Documentation by anyone other than Customer's Authorized Users.

ST4.2 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 Product 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.

ST4.3 Excessive Usage or Misuse. In the event that Customer's use of the SaaS Products degrades or otherwise interferes with the SaaS Products or other system performance, Deltek will take appropriate measures, which may include immediate suspension. Deltek will notify Customer of suspension; such notification will be in advance when reasonably possible. Upgrades to the processing capacity may be available at Deltek's option, but will be subject to an additional charge.

ST5 SaaS Product Updates.

ST5.1 Deltek Updates. Deltek regularly provides updates which may include alterations to and replacement of features and functionality. Some changes to the SaaS Products may occur automatically, while others may require Customer to schedule and implement the changes.

ST5.2 Customer Code. Customer acknowledges that if Customer provides Deltek any software code to promote into a test or production environment in the SaaS Products, Deltek 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 Products. 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 Products.

ST6 Maintenance and Support. Deltek shall provide reasonable general technical support ("Support") to allow Customer’s authorized maintenance contact(s) to report problems and to seek assistance in the use of the SaaS Products during Deltek's standard Support hours.

ST6.1 Maintenance. During any period for which Customer has made the required payment for the SaaS Product, Customer shall be entitled to receive the following from Deltek:

ST6.2 Defect Correction.

Customer shall document and report suspected Defects in the SaaS Products 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 SaaS Products. Deltek reserves the right to decline Customer support requests that could be resolved by reference to Documentation. Customer will take all reasonable steps to carry out procedures for the implementation of Corrections and updates.

ST6.3 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 SaaS Products 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.

ST6.4 Excluded Items.

Deltek's maintenance and support obligations shall not include:

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 is accessing the SaaS Products, (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;
providing training covered in formal training classes;
performing Professional Services that would normally be provided at Customer's business location;
development or support for any SaaS Products Customizations, custom reports or Extensions unless otherwise explicitly agreed in writing;
database schema changes, or supporting application program interfaces (“APIs”) not provided or approved by Deltek;
supporting hosting providers not certified by Deltek;
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 SaaS Products at Deltek's then-current rates.

ST7 SaaS Products Warranty.

ST7.1 Warranty. Deltek warrants that the SaaS Products will be free from Defects under normal use and circumstances. During the Subscription Period, at no additional cost to Customer and as Customer's sole and exclusive remedy for Deltek's failure to meet this limited warranty, Deltek will use reasonable efforts to provide a Correction for any Defect in accordance with the support guidelines, provided that Customer promptly notifies Deltek in writing upon discovery of any such Defect and Deltek's investigation discloses that such Defect exists. Customer shall provide a listing of output and other such data as may be required to reproduce the Defect.

This limited warranty will be void if the Defect is caused by (i) the use or operation of the SaaS Products with an application or in an environment other than that described in the Documentation or recommended in writing by Deltek, (ii) modifications to the SaaS Products that were not made by Deltek, (iii) Misuse, or (iv) failure to implement Corrections or updates. This warranty does not apply to Evaluation Services.

ST7.2 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 the most recent SaaS Product version and all Corrections, (5) use of the SaaS Products in combination with materials not provided, specified or approved in writing by Deltek, (6) improper installation by Customer, third party personnel contracted to operate the SaaS Products on behalf of Customer, 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 SaaS Products in any way beyond the scope of the configuration options contained in the SaaS Products. Deltek will not be required to maintain compatibility between the Deltek SaaS Products and any other software except as otherwise agreed in writing.

ST7.3 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.

ST7.4 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.

ST8 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 Data harms any person, violates any law, or violates that third party's intellectual property rights, privacy, or other rights.

ST9 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. Deltek assumes no responsibility to verify nor will it contest Customer's representation that its Authorized Users are properly authorized to access Customer Data; 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.