BLUEBEAM ONLINE TERMS OF SALE – US & CANADA

AS OF MARCH 2019

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS, WITH RESPECT TO THE TRANSACTION(S) OCCURRING ON BLUEBEAM’S WEBSTORE. THESE TERMS OF SALE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE REVIEW THESE TERMS OF SALE IN THEIR ENTIRETY BEFORE ENTERING INTO ANY TRANSACTION HEREUNDER IN ORDER TO CONFIRM YOUR ACCEPTANCE HEREOF. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSTORE UNLESS AND UNTIL YOU: (A) AGREE TO THESE TERMS OF SALE IN THEIR ENTIRETY; (B) ARE AT LEAST 18 YEARS OF AGE; (C) HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION THAT YOU REPRESENT, IF ANY, TO THESE TERMS OF SALE; AND (D) ARE NOT PROHIBITED FROM ACCESS OR USING THIS WEBSTORE OR ANY OF THIS WEBSTORE’S CONTENTS, GOODS, OR SERVICES BY ANY APPLICABLE LAW, RULES OR REGULATION.

Overview and General Provisions

1. These terms and conditions of sale (the “Terms of Sale”) apply to your purchase of Bluebeam’s Software and Services through Bluebeam’s Webstore.
2. These Terms of Sale are subject to change at any time without prior written notice. The most recent version of these Terms of Sale shall be posted for your review on the Website. Please review these Terms of Sale in their entirety prior to engaging in any transaction on the Webstore. Your continued use of the Webstore after any posting of updated Terms of Sale (which shall be dated as of their most recent update) shall constitute your acceptance of and agreement to any changes therein made.
3. These Terms of Sale are only available in English. Any translations of these Terms of Sale that may be available are non-binding and informational only.
4. If you have licensed Software from a third party reseller, these Terms of Sale do not apply to you and you should refer to the terms and conditions of sale of the relevant reseller.
5. You must be 18 years of age or older to license Software and/or purchase of Services from the Webstore.
6. You agree to these Terms of Sale by placing your order. If you refuse to accept these Terms of Sale, do not order Software or purchase Services from the Webstore. If you have already placed your order and no longer want to be bound by these Terms of Sale then you must either promptly cancel your order or return your purchase in accordance with Bluebeam’s return policy for that particular product or service.
7. We recommend that you print a copy of these Terms of Sale or save a copy to your computer for future reference after placing an order.
8. This is a binding agreement. These Terms of Sale may NOT be altered, supplemented or amended by any other document unless the new document is signed by both you and Bluebeam.

Definitions

1. “Bluebeam” refers to Bluebeam, Inc. a Delaware corporation, located at 55 S. Lake Avenue, Suite 900, Pasadena, California 91101.
2. “EULA” means the end user license agreement that accompanies each copy of the Software and that is available at www.bluebeam.com/legal/eula as updated from time to time in Bluebeam’s sole discretion.
3. “License Certificate” means the email certificate sent to you at the email address you provided to Bluebeam that includes the name of the Software licensed, your contact information, a link to download the Software, your serial number, our product key, and any add-on Services purchased by you in connection with the Software.
4. “Receipt” means the email confirmation sent to you confirming our acceptance of your order and dispatch of the Software.
5. “Services” mean any and all subscription based services that operate in conjunction with our Software, including, without limitation, maintenance, enterprise licenses, open licensing, as well as training, consulting and other professional services that may be offered by Bluebeam from time to time.
6. “Software” means a downloadable software application that is licensed to you subject to the applicable end-user license agreement, delivered to your computer via the internet, and described in your order confirmation, License Certificate and Receipt (each delivered by email to the email address provided by you to Bluebeam).
7. “Website” means the website operated by Bluebeam and located at the URL: www.bluebeam.com.
8. “Webstore” means the online store operated by Bluebeam located at the URL: shop.bluebeam.com.

Online Orders and Process

1. Orders: When placing an order on the Webstore, you are effectively offering to purchase whatever Software and Services you select. Bluebeam reserves the right to accept or reject any order in our own discretion. When Bluebeam elects to accept your offer, you will receive a confirming email at the email address that you provide at such time. Notwithstanding, Bluebeam reserves the right to cancel any order at any time, even if such order was previously accepted by us (as evidenced by a confirming email). Additionally, you have the option of cancelling your order at any time prior to your receipt of the email confirming your order referenced herein.
2. Process – Placing an Order: Upon placing an order, you will receive (A) an onscreen confirmation, which we suggest you print for your records, (B) an email confirmation, (C) a Receipt via e-mail acknowledging the order and providing registration and installation instructions, and (D) a License Certificate via e-mail.
3. Process – Canceling or Modifying an Order: To cancel or modify your order, you must contact Bluebeam by phone 866-496-2140 or email [email protected].
4. Delivery: Licensed Software is delivered by internet download to your computer, and requires installation and activation.

Prices

1. USD Only. Prices offered on the Webstore are in U.S. dollars only. The price paid is as reflected on your Receipt.
2. Taxes. Prices displayed on the Webstore do not include sales, use or other tax or duties, if applicable, which will be added to your total invoice price and provided to you both before you place your order and in your Receipt. You are responsible for any federal, state and local taxes that may apply to your order.
3. Prices and configurations advertised on the Webstore are subject to change without notice or obligation prior to acceptance of your order.
4. Bluebeam strives to communicate accurate pricing and product information but will not be held responsible for any pricing, typographical or other errors in such communications. If Bluebeam discovers a pricing error, we will notify you at the email address provided by you. Changes to pricing will not affect any order which we have confirmed with a Purchase Receipt.
5. The final, total price, including any applicable taxes, will be stated on your Receipt.

Payment Terms

1. Payment may only be made with a valid credit or debit card. You represent and warrant your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation. Checks are not accepted.
2. Your credit card will be charged within three (3) days of receipt of your License Certificate.

Return Policy

1. Bluebeam will not accept the return of any Software that you purchased from a third party.
2. You may return licensed Software acquired via the Webstore at any time during the first thirty (30) days following the date your payment is received by Bluebeam for a full refund. After this thirty (30) day period, returns will not be accepted and no refund will be paid.
3. To make a return please follow these steps:
   7.3.a. Email us at [email protected] or Call us at 866-496-2140.
   7.3.b. You will be required to provide us with your order confirmation number or your email address.

Limited Warranty; Disclaimer of Warranties

1. All Software is sold ‘as is’ without warranty of any kind except as may be provided in the EULA as updated and amended from time to time by Bluebeam.
2. You represent and warrant to us as follows: (a) that you have the right to enter any transaction contemplated for hereby without violating these Terms of Sale, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (b) that you will use the Software and/or Services provided hereunder exactly as authorized and never in any way that would violate any applicable law or third party right of any kind; and (c) that you are licensing Software and or purchasing Services from the Webstore solely for your own use, and not for resale or export.
3. Purchases may not be resold or exported. Your purchase is for your own use, not for resale or export. Your purchase may not be sold, leased, or transferred to restricted countries, restricted end users, or for restricted end uses according to U.S. export and sanctions laws.

Privacy Policy and Website Terms of Use

1. Please review our Privacy Policy and Website Terms of Use, which can be found at the following addresses respectively: www.bluebeam.com/legal/privacy-policy and https://www.bluebeam.com/legal/terms-of-use. The Privacy Policy governs Bluebeam’s collection, processing and use of Personal Information that we collect from you through the use of our Website, Webstore, Software and Services. The General Services and Software Terms of Use governs your use of our Website in general. Your use of the Webstore is governed by all of these policies.

Assignment

1. Bluebeam may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without our prior written consent in each instance, and any attempt to do so shall be null and void.

Partial Invalidity

1. In the event that any part or portion of these Terms of Sale are deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Notices

1. Bluebeam may provide notices hereunder to you by: (i) email; (ii) regular mail; or (iii) posting them on the Website. You shall be responsible for ensuring that you have provided us with your current email and mailing addresses. You can contact us at any time by any of the following means: (a) personal delivery, overnight courier, or registered or certified mail to: Bluebeam, Inc., 443 S. Raymond Avenue, Pasadena, California 91105 USA Attn: Legal Department; or (b) email to [email protected].

Governing Law; Disputes

1. Governing Law. You agree that all matters relating to your access to or use of the Website and Webstore, including any sales or licenses there-under, any claim and all disputes (whether in contract, tort or otherwise), will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions.
2. Time Limitation to Bring A Claim. Any claim under these Terms of Sale must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees.
3. Dispute Resolution. In the event of any controversy or dispute between you and Bluebeam arising out of or in connection with your use of the Website and/or Webstore, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within thirty (30) days, then either party may submit such controversy or dispute to mediation. IF THE DISPUTE CANNOT BE RESOLVED THROUGH MEDIATION, THEN THE PARTIES AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
4. Arbitration. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND BLUEBEAM, its agents, employees, successors, assigns, direct and indirect subsidiaries, and any third party providing any Software or Services to you in connection with your purchase (collectively “Bluebeam”) arising from or relating in any way to your license of Software or purchase of Services, these Terms of Sale, its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement (including relationships with third parties who are not signatories to this Agreement), Bluebeam’s advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitration shall be administered by the American Arbitration Association (AAA) or JAMS (or a substitute forum if both are unavailable). Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is filed. Consumer claimants (individuals whose transaction is intended for personal, family or household use) may elect to pursue their claims in small-claims court rather than arbitration. The arbitration or small-claims court proceeding will be limited solely to the customer’s individual dispute or controversy. You agree to an arbitration on an individual basis. In any dispute, NEITHER CUSTOMER NOR BLUEBEAM SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. This transaction shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The arbitrator may award reasonable fees under the standards for fee shifting provided by law. Information on AAA or JAMS and their applicable rules are available at the following numbers and URLs: American Arbitration Association,(800) 778-7879, www.adr.org; JAMS, (800) 352-5267, www.jamsadr.com.

Entire Agreement

1. These Terms of Sale, any communications and/or instructions that Bluebeam provides to you relating to the Software and/or Services, the applicable EULA, Bluebeam’s General Services and Software Terms of Use and Bluebeam’s Privacy Policy, shall, collectively, be deemed a final and integrated agreement between you and us with respect to the subject matter hereof.

Contact Us

1. Purchase Inquires: If you have questions about your order, please email us at [email protected].
2. Service/Support Inquires: If you have service and support questions, please email [email protected].