As of April 19, 2022
IMPORTANT—READ CAREFULLY PRIOR TO PURCHASING BLUEBEAM’S SERVICES AND/OR SOFTWARE.
THESE GENERAL TERMS AND CONDITIONS OF USE (“GENERAL TERMS”), ALL APPLICABLE ADDITIONAL TERMS, AND THE ORDER REGARDLESS OF FORM (COLLECTIVELY, “TERMS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND BLUEBEAM, INC. ("BLUEBEAM" OR “WE” OR “OUR”). THE “ORDER” IS ANY METHOD THROUGH WHICH YOU ORDER SERVICES AND SOFTWARE FROM BLUEBEAM AND INCLUDES, BUT IS NOT LIMITED TO A QUOTE, ORDER FORM, PROPOSAL, STATEMENT OF WORK, ONLINE TRANSACTION, OR VERBAL ORDER PLACED TELEPHONICALLY. YOU ALSO INCLUDES VARIATIONS OF THE TERM SUCH AS YOUR AND YOURS. BY ACCEPTING THESE TERMS, WHETHER BY CHECKING A BOX ONLINE, EXECUTING AN ORDER, OR USING THE SERVICES OR SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND ON BEHALF OF YOURSELF OR THE COMPANY OR OTHER LEGAL ENTITY (“ENTITY”), WHICHEVER IS APPLICABLE.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY. IN THIS CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS DO NOT PURCHASE, DOWNLOAD, INSTALL, OR OTHERWISE USE THE SOFTWARE OR SERVICES.
The General Terms govern Your acquisition and use of Bluebeam’s websites, support services, training services, and consulting services (the “Services”) and any Bluebeam software applications purchased by You, whether provided as part of the Services or that we make available for download or access via the internet as software as a service (the “Software”), and any other content or other materials that Bluebeam makes available to You or that You may license from Bluebeam. If You have entered into another negotiated agreement with Bluebeam integrated into an Order for Services or Software that references these Terms, then the terms of that negotiated agreement will control where it conflicts with these Terms.
Bluebeam’s Services and Software are subject to one or more of the additional terms below (“Additional Terms”), each found at https://www.bluebeam.com/legal/ based on the Services and/or Software purchased. If there is a conflict between the Order and the General Terms or the Additional Terms, the Order shall govern. If there is a conflict between the General Terms and the Additional Terms, the Additional Terms govern in regard to that particular Services and/or Software only. If there is conflict between the Terms and the agreements published within the Software, these Terms govern and supersede the agreement in the Software in its entirety. All capitalized terms not otherwise defined herein shall have the meaning given in the below Additional Terms.
Bluebeam Products and Services Addendum
Bluebeam Data Processing Addendum
Code of Conduct
1. Intellectual Property Notice and Reservation of Rights
You acknowledge and agree that the Services and Software provide a right of use, right of access or are licensed, not sold. For clarity, all references in the terms to “sale”, “selling” or “purchase” of the Services and/or Software means the sale and/or purchase of a right of use, right of access, or a license to the Services and/or Software as further described in Bluebeam Products and Services Addendum or other applicable document. Nothing in these Terms, nor Your use of the Services or Software, shall constitute a sale or transfer of any copyright, trademark, trade dress, trade secret rights, moral right, patent (whether pending or issued) or trade secret right in or to the Services or Software (collectively the “Intellectual Property Rights”).
- 1.1. Services and Software. All right, title and interest in and to the Intellectual Property Rights of the Services and Software not expressly granted in the Terms are reserved by Bluebeam. Documentation, training materials, and specifications for the Services provided or Software licensed or subscribed to by You(“Documentation”) are protected by patent, copyright and/or other intellectual property laws of the United States and other countries and by international treaty provisions. You agree to take no actions that would interfere with Bluebeam’s Intellectual Property Rights.
- 1.2. Open Source. The Services and Software may contain open source software or other third-party software or content. The license terms for open source software and information on obtaining access to the source code to which You may be entitled under the applicable open source licenses will be provided upon request.
- 1.3. Your Content. All right, title, and interest in and to the Intellectual Property Rights in the electronic data or information submitted to Bluebeam by You while using a Service or Software (“Your Content”) shall be retained by You and may be protected by applicable copyright or other intellectual property laws. Bluebeam will not access, view, or download Your Content, except as reasonably necessary to perform, maintain, or improve the Services or the Software, including without limitation: (a) to identify, investigate, respond to or resolve technical support inquiries and problems with the Services; (b) to conform to any legal requirements; (c) to maintain any software or hardware required to perform the Services or deliver the Software; (d) to enforce these Terms; (e) to improve the Services or Software, (f) to do discovery and analysis for consulting or training engagements; (g) to analyze and report on usage, or (h) to host and provide access to Services and Software functions. Your Content accessed by Bluebeam will be kept confidential and handled according to applicable laws and regulations. You acknowledge that Bluebeam’s technical and support teams are located throughout the world and that certain Services may require access of Your Content from Bluebeam’s personnel located outside of your country of residence. You provide Bluebeam a limited license to access, use, transmit and store Your Content only for the purpose of maintaining, supporting, and improving the Services and Software as described herein. Subject to the limited licenses granted herein, Bluebeam acquires no right, title or interest from you under these Terms in or to Your Data or Your Content.
- 1.4. Suggestions. If You provide Bluebeam with any suggested improvements to the Services or Software, then that suggestion is provided “as is” and unrestricted. No suggestion will be deemed the Confidential Information of You. You grant Bluebeam a nonexclusive, perpetual, irrevocable, royalty free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggestions.
- 1.5. Restrictions. Except where Bluebeam is required to permit such activity under the terms of an applicable open source license or applicable law or as provided in the Terms, You may not and are restricted from the following in regard to Bluebeam’s Intellectual Property Rights, Services, and Software:
- 1.5.1. Use any software, hardware or other services (i) to bypass any of the terms, conditions or restrictions set forth herein or any application technology restrictions; or (ii) to modify the number of devices, users or seats that access or utilize the Services or Software outside of the validly licensed number of each, including for purposes of "multiplexing," "pooling," or “virtualization” (i.e., the validly licensed devices, users or seats must equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end").
- 1.5.2. Modify or create any derivative works based on the Bluebeam’s Intellectual Property Rights, including customization, translation, or localization of Software; (ii) Bluebeam training or consulting materials; or (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Services or Software, or in any way ascertain, decipher, or obtain the communications protocols for accessing the Services or Software, or the underlying ideas or algorithms (e.g., in an effort to develop other applications or services that provide similar or substitute or complimentary functionality to the Services or Software), except where such activity is permitted by applicable law;
- 1.5.3. Redistribute, encumber, sell, resell, rent, lease, sublicense, loan, assign, commercialize or otherwise transfer rights to the Services or Software or make any similar commercial use of the Services or Software, except where such activity is permitted by applicable law. Each license or right of access is unique to You and may not be resold in any manner to third parties unless expressly authorized by Bluebeam;
- 1.5.4 Benefit from the Services or Software via a facility management, timesharing, services bureau or other arrangement or allow a third party (including, without limitation, parent, affiliates, subsidiaries, employees or agents) to so benefit;
- Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels; or
- 1.5.5 Use the Software in an attempt to, or in conjunction with, any device, program or services designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
2. The Basics
- 2.1. User ID.
To use Bluebeam’s Services or Software, You will be required to sign up for an account and select a password and user-name (“User ID”). A User ID may also be created by an Your administrator. If You are using a User ID assigned by an administrator, different or additional terms may apply and the administrator may be able to access or disable Your User ID.
You promise to provide Bluebeam with accurate, complete, and updated registration information about Yourself. You may not select as Your User ID a name that You don’t have the right to use, or another person’s name with the intent to impersonate that person, or create a generic User ID not assigned to an Authorized User as further described in the Product and Services Addendum. Some Services and Software may require additional accounts to access and are governed by these terms. Each will have a User ID. You are solely responsible for any and all activity that occurs under Your User ID. Bluebeam shall have no responsibility with regard to the use, disclosure, or management of Your User ID, information or any content accessed, uploaded, processed or exchanged through Your User ID. You are responsible for (a) keeping Your User ID information confidential; (b) promptly notifying Bluebeam of any suspected or unauthorized use of Your User ID; (c) disclosure of Your password to any third person/party; and (d) protecting the security of Your account.
All users (including, without limitation, customers, potential customers, end-users, and visitors to Bluebeam’s websites and events) are required to comply with the following Acceptable User Policy to protect Bluebeam and its customers from illegal, irresponsible, or disruptive activities.
- 2.2. Acceptable Use Policy.
All users of Bluebeam’s Services and Software must abide by Bluebeam’s Acceptable User Policy as part of creating a User ID. When using Bluebeam’s Services and Software, You agree that You will not (and You will not encourage, create or facilitate the ability of other users or third parties to):
- 2.2.1. upload, post, store or otherwise transmit any documents (regardless of format, pdf, Word, Excel, text, etc.), images (regardless of format, jpeg, tiff, gift, etc.), files or personal information that violates, misappropriates, or infringes, in any way, upon the rights of others, which is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, profane, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or which encourages conduct that would constitute a criminal offense, or otherwise violate any law;
- 2.2.2. impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with any person or entity;
- 2.2.3. abuse, stalk, defraud or otherwise harass or disparage any person or entity, including Bluebeam or any Bluebeam employee, or advocate prejudice or hatred against any person or entity based on their race, religion, ethnicity, sex, gender identify, sexual preference, disability or impairment;
- 2.2.4. upload, post, store or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, chain letters, pyramid schemes or other forms of solicitation;
- 2.2.5. send altered, deceptive or false source-identifying information, including spoofing and phishing;
- 2.2.6. upload, post, store or otherwise transmit any content of any kind that contain software viruses, malicious code, harmful materials, or any other computer code or programs designed to interrupt, destroy or limit the functionality of any software or hardware, including without limitation the Services and Software;
- 2.2.7. interfere or attempt to interfere in any manner with the proper working of Bluebeam’s Services or Software, including without limitation, breach or otherwise circumvent any security or authentication measures;
- 2.2.8. probe, scan or test the vulnerability of Bluebeam’s products or services;
- 2.2.9. violate any applicable local, state, national or international law, including without limitation all applicable export laws and regulations or intellectual property laws;
- 2..2.10. circumvent or render ineffective any geographical restrictions, including IP address-based restrictions;
- 2.2.11. sell, lease, rent, redistribute, or sublicense access to or use Bluebeam’s Services or Software unless authorized in writing by Bluebeam to do so; or
Notwithstanding Bluebeam’s Acceptable Use Policy, as a user of the internet (including Bluebeam’s Software and Services), You undertake such activities at Your own risk while acknowledging that there are known and unanticipated risks associated with the internet. Bluebeam assumes no liability for the actions of its users or the content they may post or communicate.
3. Does Bluebeam Offer Trials and Beta Test of its Services and Software
Yes, Bluebeam does offer trials for some of Services and Software and may also offer You an opportunity to participate in beta tests for new products or releases in the future. Such trials and beta tests will be described in the relevant offer and are subject to these General Terms and as further detailed in the Bluebeam Products and Services Addendum.
4. Privacy, Non-personal data, and Security
To provide the Services and Software, Bluebeam collects, transmits, stores, and uses Personal Data and Non-personal Information to deliver, improve, and administer the Services and Software. Personal Data means any information relating to an identified or identifiable natural person and includes information referred to as “personally identifiable information” or “personal information” under applicable data privacy laws, rules or regulations. It does not include categories of sensitive personal information. Non-personal information excludes Personal Data but includes information and data that by itself does not identify You or another individual and can be generated by use of the Services and Software, use of Our website, or other online activity. Together, Personal Data and Non-personal Information comprise “Your Data”. Since Bluebeam Services and Software are not designed for sensitive personal data such as social security numbers, Personal Data of minors, or credit cards, You agree not to upload such data to Bluebeam’s systems.
Your Data is used to provide transactional information to You, information about updates and upgrades to the Services or Software, respond to inquiries and collect feedback, verifying compliance with the Terms including license validation via the internet, analyze bugs, error reports or logs, and/or to improve, understand, or monitor the Software by itself or through its selected vendors. You expressly provide Bluebeam a license to Your Data for these purposes.
Bluebeam shall establish and maintain administrative, physical and technical safeguards designed to guard against the destruction, loss, or alteration of Your Data and Your Content to the extent it is stored within Bluebeam systems. Without limiting the foregoing, Bluebeam shall at all times in connection with this Agreement: (i) maintain and enforce an information security program including administrative, physical and technical security policies and procedures with respect to its processing of Your Data and Your Content consistent with commercially reasonable industry practices and standards and the Terms; (ii) provide technical and organizational safeguards designed to protect against accidental, unlawful or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, commingling or processing of such information and ensure a level of security appropriate to the risks presented by the processing of such information and the nature of such information, consistent with commercially reasonable industry practice and standards; (iii) take commercially reasonable measures to secure the Software against "hackers" and others who may seek, without authorization, to disrupt, damage, modify, access or otherwise use the Software or the information found therein; (iv) take commercially reasonable measures to logically separate Your Data from that of other customers. Bluebeam shall periodically test and continuously monitor its systems for potential areas where security could be breached and shall also periodically conduct security testing, including penetration testing. Bluebeam shall be solely responsible for its information technology infrastructure, including all computers, software, databases, electronic systems and networks that are owned or controlled by Bluebeam that may be used by Bluebeam in connection with the Services and Software. You agree not to tamper, compromise, or attempt to circumvent any administrative, physical, or technical safeguards implemented by Bluebeam for purposes of penetration testing, system assessment or otherwise attempt to probe, scan, or test the vulnerability of any Bluebeam system or network or breach any security or authentication measures.
Bluebeam will, and will require any third-party Service provider to, implement and maintain commercially reasonable and appropriate technical, administrative, and physical safeguards for protection of the security, confidentiality and integrity of Your Data. The safeguards will include, but not be limited to, measures designed to prevent unauthorized access to or disclosure of Your Data. Bluebeam shall neither sell Your data or use it for any purpose other than as described herein.
Use of third-party software or applications or the integration of such software or applications with the Services and Software (“Third-Party Applications”) may result in Your Data or Your Content being transferred to a third party. Bluebeam is not responsible for the performance of Third-Party Applications and, as such, You agree to hold Bluebeam harmless for any data or materials including Your Content or Your Data transferred to third parties in connection with Your use of Third-Party Applications. ANY USE OF THIRD-PARTY APPLICATIONS IS AT YOUR OWN RISK. BLUEBEAM PROVIDES NO WARRANTY OR INDEMNIFICATION OF ANY KIND RELATED TO SUCH USE.
5. Will These Terms Ever Change
The Terms may need to change due to enhancements, improvements, applicable law or regulatory changes to name a few. To ensure the Terms are up to date, Bluebeam reserves the right to modify the Terms at any time in its sole discretion. If We do, We will bring it to Your attention by providing a notice on Bluebeam’s Legal page which can accessed here, by sending You an email, by notice through the Services or Software itself, and/or by some other means. If You don’t agree with the changed Terms, You are free to reject them. Unfortunately, that means You will no longer be able to use the Services or Software. In the event you decide to reject Bluebeam’s new Terms, You must immediately (i) remove all of Your Content; (ii) cancel Your User ID; and (iii) discontinue all access and use of the Services and Software. Such termination is controlled by Section 22.214.171.124 in the Term and Termination section below. If You use the Services or Software after a change to the Terms is effective, that means You agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both You and Bluebeam.
6. Will Bluebeam Change its Services?
Bluebeam is always trying to improve its Services and Software, so they may change over time. These changes may introduce new features, impose limits on certain features, or restrict access to parts or all of the Services and Software. Bluebeam reserves the right to revise, modify, or update the Services and Software in its sole discretion. Bluebeam will try to give notice when we make a material change that would adversely affect You, but this isn’t always practical. Similarly, we reserve the right to remove features, functionality, or the Services or Software, at any time, for any reason including end of life policies. Finally, Bluebeam reserves the right to remove Your Content at any time, for any reason, without notice, in Bluebeam’s sole discretion which includes, but is not limited to, allegations that such content violates these Terms or a use violates the Acceptable Use Policy.
7. Is Bluebeam Software Available Via a Mobile App
8. What else do I need to know?
- 8.1 Fees and Payments. Unless otherwise mutually agreed in writing, payment terms to purchase Bluebeam Services and Software are as follows:
- 8.1.1. You agree to provide Bluebeam with complete and accurate billing contact information including a valid email address.
- 8.1.2. Services or Software Purchases.
- 126.96.36.199. When Services or Software are purchased directly from Bluebeam, You agree to pay Bluebeam the fees specified in the applicable Order at purchase if required, or if by invoice, within thirty (30) days of the invoice date. Additional Services or Software may be purchased at any time. Unless otherwise agreed in writing by the parties, new purchases of Services or Software shall be at the applicable fee in effect on the date of such new purchases. For Renewal Terms, Bluebeam agrees that is shall not increase fees more than ten percent (10%) so long as the number of Authorized Users within Your plan does not decrease, subscription renewals continue without interruption, and Your compliance with the Terms. Any renewal in which the number of Authorized Users or subscription length for any Service or Software has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s pricing. Notwithstanding the foregoing and unless otherwise agreed in writing, renewal of promotional or one-time pricing will be at Bluebeam’s current list price of the Software or Services in effect at the time of the applicable Renewal Term.
- 188.8.131.52. If purchased through a Bluebeam authorized reseller (a “Reseller”), You agree to pay Reseller such fees as mutually agreed upon between You and Reseller. You further acknowledge and agree that Reseller has no authority to bind Bluebeam, modify the Terms, or provide any warranty or other commitment or obligation on behalf of Bluebeam.
- 8.1.3. If You provide credit card information to Bluebeam for payment, You authorize Bluebeam to charge such credit card for all purchased Services and Software listed in the applicable Order and any Renewal Term(s) as set forth in the “Term and Termination” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order.
- 8.1.4. Fees are refundable if an Order is terminated in accordance with Term and Termination sections 184.108.40.206 or 220.127.116.11 below. Except as provided in the cited sections or elsewhere in the Terms, Fees due Bluebeam’s are non-cancelable and non-refundable to the fullest extent allowed under applicable law. In addition, quantities purchased cannot be decreased during the applicable Term.
- 8.1.5. If a payment is past due and Bluebeam has provided written notice of the past due status, then Bluebeam may suspend access to our use of Services and Software, without liability to You, until such amounts are paid in full.
- 8.1.6. Fees invoiced pursuant to these Terms, are subject to and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, withholding taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes (collectively “Taxes”). You shall pay all Taxes imposed on the Services or Software provided under these Terms. If Bluebeam has a legal obligation to pay or collect Taxes for which You are responsible, the appropriate amount will be computed and invoiced to and paid by You, unless You provide Bluebeam with a valid tax exemption certificate authorized by the appropriate taxing authority.
- 8.2 Audit.
Services and Software are subject to the limits specified in the applicable Order, the Terms or the applicable Documentation. If You exceed specified limits, Bluebeam may choose to work with You in its sole discretion to reduce Your usage so that it conforms to agreed limits or it may temporarily suspend access to the Services or Software. If, notwithstanding Bluebeam’s efforts, You are unable or unwilling to abide by a limit, You will execute an Order for additional quantities of the applicable Services or Software promptly upon Bluebeam’s request, and/or pay any invoice issued by Bluebeam for excess of the limits to bring Your usage into conformance.
- 8.3. Confidentiality.
- 8.3.2. Recipient expressly agrees (i) to hold the Confidential Information of the Disclosing Party in strict confidence and to take all reasonable precautions to protect the confidentiality of the Confidential Information (including, without limitation, all precautions Recipient employs with respect to its own confidential information and materials of a similar nature); (ii) to refrain from using the Confidential Information other than in furtherance of these terms or as otherwise authorized in writing by the Disclosing Party; (iii) that it will not disclose, publish or otherwise reveal any Confidential Information (including any extract or portion thereof) to any other person, party or entity whatsoever except employees and contractors of Recipient with a legitimate need-to-know the Confidential Information in furtherance of these Terms and who are instructed and agree not to disclose the Confidential Information under an obligation no less restrictive than the terms in this section; and (iv) to make reasonable efforts not to mingle the Disclosing Party’s Confidential Information with any information of Recipient, however, any such mingling shall not affect the confidential nature or ownership of the same.
- 8.3.3. The Recipient will protect the other party’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information. Nothing in these Terms will prevent the Recipient from disclosing the Confidential Information pursuant to any judicial or governmental order or as otherwise required by law, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure unless such notice is prohibited by applicable law.
- 8.4. Term and Termination.
- 8.4.1. Term. These Terms are effective as of the date they are first accepted by You by any means including, but not limited to, clicking a box, executing an Order, or using the Services or Software (the “Effective Date”) and shall continue until all applicable subscriptions have expired as provided below, professional services have been delivered or until terminated by Bluebeam or You as provided herein (the “Term”).
- 8.4.2. Subscriptions. Except as otherwise specified in the Additional Terms or a written and mutually executed agreement, subscriptions to Bluebeam Software are for one (1) year (“Initial Term”) and will automatically renew for additional one year terms (each a “Renewal Term”), unless either party gives the other written notice (email notice is acceptable) of at least thirty (30) days before the end of Initial Term or Renewal Term as applicable.
- 8.4.3. Termination of Terms.
- 18.104.22.168. Cause. Either party may terminate the Terms and all related Services and Software for cause (i) upon (30) days written notice to the other party in the event of a material breach of the Terms and provided such breach remains uncured at the expiration of such notice period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
- 22.214.171.124. Convenience. You may terminate a subscription or license to Software within thirty (30) days of the license or subscription start date and receive a refund if such termination occurs during this thirty (30) day period.
- 8.4.4. Partial Termination. Either party may terminate a particular Service or Software in accordance with this section 8 terminating all Services or Software Subscriptions by providing written notice of non-renewal as provided in section 8.4.2 above.
- 8.4.5. Effect of Termination. Upon “Termination of Terms” all licenses and/or rights of use in Software, and performance of Services shall cease as of the effective date of termination. Upon “Partial Termination”, only the licenses, rights of use, or purchased Software or Services terminated shall discontinue upon the effective date of termination and all remaining, unterminated Services and Software shall continue under these Terms. On the effective date of termination, You agree to and shall (i) discontinue use of the Services or Software; (ii) unregister the Software from all Devices; and (iii) delete and/or destroy all copies of perpetually licensed Software including all copies or extracts of the Documentation excluding one (1) archival copy. Bluebeam shall terminate all Subscriptions as of the effective date of termination. Upon termination under section 126.96.36.199(i) or 188.8.131.52. by You, Bluebeam will provide a pro-rated refund of prepaid subscription fees for the affected Services or Software, that was to be provided after the effective date of termination. Termination for any other reason is not entitled to a refund or cancellation and will not relieve You of the obligation to pay any fees payable to Bluebeam prior to the effective date of termination which You agree to pay.
- 8.4.6. Upon Your written request made on or prior to the effective date of termination, Bluebeam shall give You limited access to the terminated Services or Software storing Your Data or Your Content for a period up to thirty (30) days, at no additional cost, solely for purposes of retrieving Your Data and Your Content. After such time, Bluebeam has no obligation to maintain Your Data or Your Content and shall, unless legally prohibited, delete Your Data and Your Content; provided, however, Bluebeam will not be required to remove copies of the same from its backup media and servers until such time as the backup copies are scheduled to be deleted. Data is made available upon mutual agreement in a format determined in Our sole discretion.
- 8.4.7. The following sections shall survive termination or expiration of these Terms: Section 1 “Intellectual Property Rights Notice and Reservation of Rights”; Section 4 “Privacy, Non-personal data, and Security”; Section 8.2 “Audit” for a period of three (3) years; Section 8.3 “Confidentiality”; Section 8.4.6;; Section 8.6 Indenity; Section 8.6 “Limitation of Liability”; Section 8.12 “Governing Law”; Section 8.13 “Arbitration”; Section 8.1.4. Attorney’s fees; and Section 8.1.6 Trade and Export Law”.
- 8.5. Warranties and Disclaimers.
BLUEBEAM WARRANTS THAT SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE APPLICABLE DOCUMENTATION AND THAT SERVICES ARE PERFORMED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH PREVAILING INDUSTRY STANDARDS. OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, Software IS PROVIDED “AS IS” AND “AS AVAILABLE” AND YOUR USE OF THE SERVICES AND/OR SOFTWARE IS AT YOUR OWN RISK. BLUEBEAM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES RELATED TO AVAILABILITY, ACCURACY, NON-INFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SERVICES AND SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE THEREOF. BLUEBEAM MAKES NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
- 8.6. Indemnity
- 8.6.1. Indemnification by You.
Subject to section 8.6.3 and to the extent permitted under applicable law, You agree to defend, indemnify and hold harmless Bluebeam and its officers, directors, employees, affiliates and agents from and against any third-party claims arising out of or related to any infringement or violation by You of any intellectual property or other right of any person or third party.
- 8.6.2. Indemnification by Bluebeam.
- 184.108.40.206. Subject to section 8.6.3, Bluebeam agrees to defend, indemnify and hold You harmless against any third-party claim arising out of or relating to an allegation that the Services or Software violates, misappropriates or infringes upon any issued U.S. patent, copyright, trademark, trade secret or other intellectual property right owned by such third party.
- 220.127.116.11. The indemnification provided in this section will not apply to any claim to the extent such claims arises from or relates to (a) use of the Services or Software not in accordance with the Documentation (b) any modification, alteration or conversion of the Services or Software not created or approved in writing by Bluebeam, (c) any combination or use of the Services and Software with any computer, hardware, software, Services or data not approved by Bluebeam where the infringement arises out of such combination or use, (d) Bluebeam’s compliance with specifications, requirements or requests of You, or (e) Your negligence or willful misconduct.
- 8.6.3. Indemnity Procedures.
- 18.104.22.168. The indemnification provided in this sections 8.6.1 and 8.6.2 is expressly conditioned upon the indemnitee (i) giving the indemnitor prompt notice in writing of any such third party intellectual property claim or threat thereof; (ii) permitting indemnitor sole control of the defense, through counsel of indemnitor’s choice, to defend and/or settle the claim; and (iii) giving indemnitor all reasonably requested information, assistance and authority, at indemnitor’s expense, to enable indemnitor to defend or settle such claim. Indemnitee has the right to approve all settlements prior to acceptance in regard to rights or restrictions directly affecting Indemnitee. Indemnitee may participate in the defense of such claim with counsel of indemnitee’s choice and at Your sole expense.
- 22.214.171.124. In regard to Bluebeam, if the Services or Software are determined to infringe by the applicable tribunal or court, or Bluebeam reasonably determines that it is likely to infringe, Bluebeam may at its option (a) procure for You the rights to continue access and use of the Services or Software; (b) replace or modify the Services or Software so that it becomes non-infringing without causing a material negative effect on the functionality provided by the infringing version; or (c) if neither (a) or (b) are viable options, remove the infringing part of the Services or Software and provide a pro-rated refund of the fees paid which shall be negotiated in good faith with You considering the materiality of the portions removed.
- 126.96.36.199. This section states the entire liability and obligation of Bluebeam and the exclusive remedy of You with respect to any claims of infringement relating to or arising out of the Software.
- 8.7. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL BLUEBEAM OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FOR PERSONAL INJURY, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS, EVEN IN THE EVENT OF FAULT, NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY BLUEBEAM, ITS RESELLERS OR ITS SUPPLIERS, AND EVEN IF BLUEBEAM OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BLUEBEAM, ITS RESELLERS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LICENSES FEES PAID FOR THE SERVICES AND SOFTWARE HEREUNDER, IF ANY.
- 8.8. Links and Third Parties.
Some Services and Software allow access to the internet or may contain links to other internet sites or online resources over which Bluebeam has no control. These resources are provided for convenience only and should not be construed as an endorsement by Bluebeam of any content, items, or services on such third-party websites. Your access, viewing and use of internet functionality and website links, including any content, items or services therein, are solely at Your own risk. Bluebeam is not responsible or liable in any way for any internet services, content, advertising, services or goods used or available from such resources.
- 8.9. Publicity.
Bluebeam shall be entitled to identify You as a customer of Bluebeam. You hereby grant Bluebeam a non-exclusive, non-transferable, worldwide, royalty-free license to use Your trademarks, Services marks and trade names (“Marks”) in conjunction with the foregoing and in accordance with Your brand guidelines, if any, during the Term. Any other use of Your Marks in any advertising, promotional or sales literature, or in any other form of publicity, news release or other public announcements shall require Your prior written approval.
- 8.10. Availability.
Bluebeam’s websites describing the Services and Software are accessible worldwide; however, not all Services or Software may be available in Your country or in local language.
- 8.11. English Language.
These Terms have been prepared in the American English language. In the event of any conflict between the American English language version and any translation of the Terms that may be provided for convenience only, the American English language meaning shall control. All notices to be provided by either party hereto shall be in the English language.
- 8.12. Governing Law.
The Bluebeam entity entering into the Terms determines the law that will apply in any dispute arising out of or in connection with the Terms, the Arbitral Body or courts that have jurisdiction over any such dispute, venue for any disputes, and the address to which notices should be directed according to the chart below. Each party agrees to the applicable governing law and jurisdiction below without regard to choice or conflict of law rules.
|Bluebeam Entity||Notice Address||Governing Law||Arbitral Body||Venue and Jurisdiction|
|Bluebeam, Inc.||One McKinney Plaza 3232 McKinney Ave., Ste. 900 Dallas, TX 75204 USA||California and controlling United States Federal Law.||American Arbitration Association Los Angeles, CA, USA||Los Angeles, CA, USA|
|Bluebeam GmbH||Konrad-Zuse-Platz 1 81829 Munich Germany||Germany||Deutsche Institution für Schiedsgerichtsbarkeit (DIS)||Munich, Germany|
|Bluebeam AB||Kistagången 12, 164 40 Kista Sweden||Sweden||Arbitration Institute of the Stockholm Chamber of Commerce||Stockholm, Sweden|
|Bluebeam Limited UK Ltd||20 Eastbourne Terrace, Ste. 5.07 London W2 6LG UK||England||London Court of International Arbitration||London, England|
|Bluebeam Australia Pty Ltd||310 Edward Street Brisbane QLD 4000 Australia||Australia||Australian Centre for International Commercial Arbitration||Brisbane, Australia|
- 8.13. Arbitration.
- 8.13.1 The parties agree to negotiate in good faith to resolve any disputes (a “Dispute”) arising out of or relating to the Terms. All negotiations pursuant to this section are confidential and shall be treated as compromise and settlement negotiations for all purposes. Each party shall bear its own expenses. Provided negotiations have continued for a period of ninety (90) days and have failed to resolve the Dispute, the Dispute shall be settled by arbitration as follows.
- 8.13.2. Any Dispute arising out of or relating to the Terms that is not resolved by good faith negotiations shall be settled by arbitration by the Arbitral Body identified in Section 8.13. The language to be used in the arbitral proceedings shall be English. The parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other parties. Notwithstanding the foregoing, a party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other parties in connection with the dispute, or if the party is obliged to so disclose pursuant to statute, regulation, a decision by an authority, a stock exchange contract or similar.
- 8.14. Attorney’s Fees.
To the extent provided under applicable law, if either party employs attorneys to enforce any rights arising out of or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and other expenses. The term “prevailing party” means that party, as plaintiff or defendant, who substantially prevails against the other party. Notwithstanding the foregoing, if a written offer of compromise made by either party is not accepted by the other party within forty-five (45) days after receipt and the party not accepting such offer fails to obtain a more favorable judgment, the non-accepting party shall not be entitled to recover its costs of suit and reasonable attorney’s fees and costs (even if it is the prevailing party) and shall be obligated to pay the costs of suit and reasonable attorney’s fees and costs incurred by the offering party.
- 8.15. Code of Conduct.
Bluebeam’s commitment to integrity and business conduct is expressed through adoption of Nemetschek’s Group Policies including its Code of Conduct and statement regarding the UK Modern Slavery act which are incorporated into these Terms by this reference and can be found here.
- 8.16. Trade and Export Law.
The Services and Software may be subject to export laws of the United States and other jurisdictions. The parties each represent to the other that it is not on any United States Government denied-party list. You will not permit access to or use of any Services or Software in a United States embargoed country or region or in violation of any United States export law or regulation (currently Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Lubansk, Belarus, and Russia). You shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the export of the Services or Software from the United States or the transfer of the Services or Software from any other location into another country.
- 8.17. Federal Government End Use Provisions
If applicable and as provided under federal law and regulation, Bluebeam provides a pre-existing, commercial Service, including related Software and technology, for federal government end use solely in accordance with these Terms, and provides only the technical data and rights as provided herein. If a government agency has a “need for” rights not conveyed under these Terms, it must negotiate with Bluebeam to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein.
- 8.18. Notices.
All notices required by the Terms shall be in writing, delivered to the address specified in section 8.12. above and via email to email@example.com, and is effective upon receipt or if sent by email after 5pm United States Pacific Time the next business day. Notices to You shall be mailed to the physical address and emailed to the email address appointed by You, and if none, the email address of the contact provided in the Order.
- 8.19. Independent Contractor.
Each party is an independent contractor and neither party is, nor shall be considered to be, an agent, employee or representative of the other.
- 8.20. Non-Assignment.
The Terms are personal to You and may not be assigned, delegated, or otherwise transferred, without Bluebeam’s express written consent which may be withheld, delayed or conditioned in the sole discretion of Bluebeam. Notwithstanding the foregoing, in the event of the sale or transfer of substantially all of Your assets, or a sale, merger or change of control, You may assign any or all rights and obligations contained herein without consent by providing written notice to Bluebeam; the assignee agrees to be bound in writing by the Terms; and all past due and owed fees are paid in full and by providing written notice to Bluebeam. Any attempt to assign Your rights or obligations under these Terms other than as permitted by this section will be void. Subject to the foregoing, these Terms will bind and inure upon to the benefit of the successors and permitted assigns.
- 8.21. Force Majeure.
Neither party will be liable for any failure or delay in performance under these Terms for causes beyond that party’s reasonable control. Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused.
- 8.22. Severability.
If any provision of the Terms is held to be unenforceable or invalid, the enforceability of the remaining provisions shall in no way be affected or impaired thereby but shall remain in full force and effect.
- 8.23. Waiver.
No failure or delay in enforcing any right, power or privilege granted herein will be deemed a waiver unless made in writing and signed by a duly authorized representative of the party providing the waiver. No single waiver will be considered a continuing or subsequent waiver.
- 8.24. Equitable Relief.
You agree that any breach or alleged breach of the Terms may cause irreparable harm and significant injury to Bluebeam that may be difficult to ascertain and in which a remedy at law would be inadequate. Therefore, You agree that Bluebeam shall have the right to seek and obtain, without the posting of a bond, immediate injunctive relief to enforce the obligations under Terms in addition to any other rights and remedies it may have.
- 8.25. Entire Agreement.
The Terms, including all exhibits and addendums hereto, contain the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous discussion, understandings, communications, proposals, and agreements, whether written or oral. The parties agree that any term or condition stated in Your purchase order or in any other order documentation You provide, even is signed by both parties (excluding Bluebeam’s Order) is void and has no effect, nor creates any modification on these Terms.
- 8.26. Amendment. The Terms may not be modified, amended or supplemented except in a writing signed by an authorized representative of Bluebeam.