BLUEBEAM
GENERAL TERMS AND CONDITIONS OF USE

As of March 07, 2026

Archived Agreements

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 REFERENCED HEREIN, AND THE ORDER REGARDLESS OF FORM (COLLECTIVELY, “TERMS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND BLUEBEAM (“BLUEBEAM”, “WE”, OR “OUR”). BY PURCHASING, ACCESSING, OR USING ANY BLUEBEAM SERVICES OR SOFTWARE, INCLUDING BY CHECKING A BOX, COMPLETING AN ONLINE TRANSACTION, EXECUTING AN ORDER, OR USING THE SERVICES OR SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS ON YOUR OWN BEHALF OF THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, AND “YOU” OR “YOUR” REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT PURCHASE, DOWNLOAD, INSTALL, ACCESS, OR USE THE SOFTWARE OR SERVICES.

These Terms (including any applicable additional terms and any order documents such as quotes, order forms, proposals, statements of work, or online orders, collectively, “Orders”) govern Your use of Bluebeam’s websites, support, training, consulting, and other services (the “Services”), Bluebeam software applications whether installed, downloaded, or provided as software-as-a-service (the “Software”), and any other content or materials made available by Bluebeam. If You have entered into a separate written agreement with Bluebeam for Services or Software that expressly references and overrides these Terms, that separate agreement will control where it conflicts.

Additional Terms

Bluebeam’s Services and Software may be subject to additional terms available at bluebeam.com/legal/, depending on what is purchased including specific product addendums, privacy policy and data processing agreement (“Additional Terms”). Order terms control over these general Terms and any Additional Terms in the event of conflict. Additional Terms control over these General Terms only for applicable Services and/or Software. These Terms control over and supersede any terms presented within the Software. Capitalized terms not defined herein shall have the meaning given in the applicable Additional Terms, including: Bluebeam Products and Services Addendum; Bluebeam Privacy Policy; Bluebeam Data Processing Addendum; Code of Conduct. 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.

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 the Bluebeam Products and Services Addendum or other applicable document. Nothing in the 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 rights, 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, other countries and by international treaty provisions. You agree to take no action 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.

Your Content. You retain all right, title, and interest (including all Intellectual Property Rights) in any data, files, and information you submit or make available through the Services or Software (“Your Content”). Bluebeam will not access, view, or download Your Content except as reasonably necessary including without limitation: to provide, host, operate, support, maintain, secure, enforce, and improve the Services/Software and or the terms provided herein; comply with law; respond to support requests; perform analytics and reporting on usage; perform discovery/analysis for consulting or training engagements, and corporate or affiliate information gathering in accordance with this Agreement.. For internal processing including to provide, administer, secure, and improve the Services and Software, Bluebeam may disclose and make available your Content to Bluebeam affiliates or subsidiaries for internal business purposes, including: account provisioning and administration; billing, collections, and tax administration; customer relationship management; customer support; security, fraud prevention, and compliance monitoring; internal reporting and analytics; product development and service operations; marketing, analytics and operations and support; and to support the provision of features and capabilities (including AI-enabled features) offered as part of the Services and Software. All use of Your Content for AI or model training purposes will occur only in accordance with this license and applicable data protection laws. Bluebeam will require its Affiliates that receive or process Customer Content on Bluebeam’s behalf to be bound by confidentiality and data protection obligations that are no less protective than those set out in these Terms, and Bluebeam remains responsible for their performance to the extent required by applicable law. Customer is solely responsible for maintaining appropriate backups of all data, files, and content it uploads to or stores within the Services.

• 1.3 Suggestions. If You provide Bluebeam with any suggested improvements to the Services or Software, they are non-confidential and provided “as is”. 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. You are responsible for ensuring that suggestions contain no confidential information.
• 1.4 Restrictions. Except as permitted by open-source terms, applicable law, or these Terms, You may not:

• 1. use any software, hardware or other services (i) to bypass or circumvent any governing terms, limits, restrictions, or access controls;
  2. modify, translate, create derivative works of, reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Services or Software;
  3. sell, rent, sublicense, transfer or otherwise exploit in any way the Services or Software without Bluebeam’s prior written authorization;
  4. use the Services or Software for any third-party benefit including through hosting, timesharing, or service bureau arrangements; for avoidance of doubt, a restricted third-party benefit encompasses relationships including, without limitation, parent, affiliates, subsidiaries, employees or agents;
  5. remove or alter any trademark, logo, copyright or other proprietary notices; or
  6. use the Software to circumvent technological protection measures (attempted or achieved), or to gain access to protected content.

2. The Basics.

• 2.1 Bluebeam ID.

To use Bluebeam’s Software, You must create an account with a username (“User ID” or “Bluebeam ID”) and password, or a User ID may be assigned by Your administrator. If Your User ID is assigned by an administrator, additional terms may apply and the administrator may access or disable it. You must provide Bluebeam with accurate, complete, and updated registration information. You may not use a User ID You don’t have the right to use, or that impersonates another person.

You are solely responsible for all activity under Your User ID, for keeping your login information confidential, and for promptly notifying Bluebeam of any unauthorized use. Bluebeam is not responsible for the use, disclosure, or management of Your User ID or any data accessed, uploaded, processed, exchanged or otherwise associated with it.

All users must comply with Bluebeam’s Acceptable Use Policy herein to prevent illegal, irresponsible, or disruptive activity.

• 2.2 Acceptable Use Policy.

All users of Bluebeam’s Services and Software must comply with this Acceptable Use Policy. By using Bluebeam’s Services and Software, You agree that neither You nor any of Your users will (and You will not encourage, enable, or facilitate others to):

• 2.2.1  upload, post, store or otherwise transmit any documents, files, images, metadata, or personal information (regardless of format) that: (a) violates, misappropriates, or infringes, in any way, the rights of any person or entity; (b) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, obscene, profane, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; or (c) encourages conduct that would constitute a criminal offense or otherwise violates 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, harass, threaten, or disparage any person or entity, including Bluebeam, Bluebeam affiliate or subsidiary, or any Bluebeam employee, or advocate prejudice or hatred against any person or entity based on their race, religion, ethnicity, sex, gender identify, sexual orientation, disability or impairment;
• 2.2.4  upload, post, store or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• 2.2.5  send altered, deceptive, or false source-identifying information, including spoofing, phishing, or similar fraudulent or misleading activity;
• 2.2.6  upload, post, store or otherwise transmit any content that contains software viruses, malicious code, harmful materials, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any software, hardware, network, or the Services or Software;
• 2.2.7  interfere or attempt to interfere in any manner with the proper working of the Services or Software, including without limitation, by breaching, attempting to breach, or otherwise circumventing any security, authentication, or access control measures;
• 2.2.8  probe, scan or test the vulnerability of Bluebeam’s product, service, system, or network, or perform any security testing, without Bluebeam’s prior written authorization;
• 2.2.9  violate any applicable law or regulation, including without limitation export control laws, sanctions regulations, and intellectual property laws;
• 2.2.10  circumvent, attempt to circumvent, or render ineffective any geographical restrictions or access limitations, including IP address-based restrictions;
• 2.2.11  sell, lease, rent, redistribute, frame, or sublicense access to or use of the Services or Software, or otherwise commercially exploit the Services or Software, except as expressly authorized in a prior writing by Bluebeam;
• 2.2.12  share login credentials, allow others to use Your accounts, or otherwise fail to maintain the confidentiality and security of usernames, passwords, API keys, or other authentication credentials.
• 2.2.13  use the Services or Software to access, upload, generate, or maintain any files, metadata, or personal information in violation of this Acceptable Use Policy, any other applicable Bluebeam terms or policies, or any applicable law.
• 2.2.14  use the Services or Software in an automated manner that is excessive or abusive, including through bots, web crawlers, scrapers, or other automated tools, except as expressly permitted in a prior writing by Bluebeam or through an API or integration that Bluebeam expressly authorizes in writing.

2.3. Monitoring and Logging.

Bluebeam may monitor and log access to and use of the Services and Software for security, operational, and compliance purposes, including to detect, investigate, and respond to suspected violations of this Acceptable Use Policy, other applicable Bluebeam terms, or applicable law. Any monitoring and logging will be conducted in accordance with Bluebeam’s Privacy Policy, which is incorporated by reference into these General Terms.

2.4. Violations and Enforcement.

Bluebeam reserves the right, in its sole discretion, to take any action it deems appropriate in response to suspected or actual violations of this Acceptable Use Policy, including to:

• Remove, disable access to, or refuse to display any content.
• Suspend or restrict access to the Services or Software (in whole or in part) for You or any of Your users.
• Terminate accounts or any applicable subscription or agreement in accordance with these General Terms.
• Report any activity that purportedly violates law to appropriate authorities and cooperate with law enforcement, regulators, or other competent entities by disclosing relevant information consistent with applicable law and Bluebeam’s Privacy Policy.

Nothing in this Acceptable Use Policy obligates Bluebeam to monitor or police the Services or Software, and You remain responsible for Your compliance and the compliance of Your users.

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. Privacy, Non-personal data, and Security.

3.1. Your privacy is important to us. For more information about how we collect, use, share or otherwise process Personal Data as a “controller”, please see Our Privacy Policy. When acting as a “processor” for Your Personal Data, the Data Processing Addendum found here will apply and is integrated into these Terms by this reference.

To provide the Services and Software, Bluebeam collects, transmits, stores, and uses Personal Data and Non-personal data to deliver, improve, and administer the Services and Software. “Personal Data” means any information relating to an identified or identifiable natural person which may be used to identify such 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 beyond for payment purposes as explicitly detailed in Section 7.

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 user validation via the internet, to analyze bugs, error reports or logs, and/or to improve, understand, or monitor the Services or 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 Services or Software or the information found therein; and (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 require any third-party service providers used to provide the Services or Software 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 Your Content nor use either for any purpose other than as described in the Terms.

Your use of third-party software or applications or Your integration of such software or applications with Bluebeam’s Services and Software (“Third-Party Applications”) may result in Your Data or Your Content being transferred to such third party. Bluebeam is not responsible for the performance or security practices of such Third-Party Applications. 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 AND UNDER YOUR AGREEMENT WITH THAT THIRD PARTY. BLUEBEAM PROVIDES NO WARRANTY OR INDEMNIFICATION OF ANY KIND RELATED TO SUCH USE.

4. Update to Terms.

You agree that Bluebeam has the unilateral right to modify the Terms from time to time in its sole discretion, provided that Bluebeam shall provide at least thirty (30) days’ prior written notice for any material changes. For purposes of this provision, “material changes” means any modifications to the Terms that would reasonably be expected to have a significant adverse effect on Your rights or obligations under these Terms. If You don’t agree with the updated 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 updated Terms, You must (i) provide Bluebeam written notice of termination, (ii) remove Your Content by the termination date; (iii) cancel Your User ID; and (iv) discontinue all access and use of the Services and Software as further described in Section 7.4.3.2 in the Term and Termination section below. If You continue to use the Services or Software after a change to the Terms is effective, 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.

5. Update to Bluebeam Offerings.

Bluebeam is always trying to improve its Services and Software, so they may change over time. Changes may introduce new features, impose limits on certain features, or restrict access to parts or all of certain 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 decommission the Services or Software in compliance with Bluebeam’s end of life policies.

6. Software Availability.

Bluebeam Services and Software are available as a Windows desktop application, on the web via select web browsers and integrations, and/or mobile applications (for certain iOS and Android models). Web and mobile applications may include content, services, data, technology, and other digital materials and functions. Functionality, technical limitations, and technical protection measures, if any, can be found in the respective application description. These General Terms apply to You for any Software or Services provided via web and mobile applications including any additional terms of use provided at download. See the Bluebeam Products and Services Addendum for specific licensing provisions regarding Bluebeam’s web and mobile applications. The web and mobile applications are provided in cooperation with third parties, also called “application providers”, such as web app integration partners or mobile app store providers which may require acceptance of terms applicable to their platform. Certain web and mobile applications can only be used after agreeing to application provider specific terms, and payment of any applicable fees, if any. Download and use of a web and/or mobile application indicates Your agreement to these General Terms. Determining whether your device is a compatible device is solely your responsibility.

• Payment; Professional Services; Audit; Termination.
  • 7.1 Fees and Payments. You agree to provide Bluebeam with complete and accurate billing contact information including a valid email address. Unless otherwise mutually agreed in writing, payment terms to purchase Bluebeam Services and Software are as follows:
    • 7.1.1.  Services or Software Purchases.
      •  7.1.1.1.     If You purchase Services or Software directly from Bluebeam, You agree to pay the fees specified in the applicable Order at purchase (if required) or, if invoiced, within thirty (30) days of the invoice date, or if in-app purchasing, immediately at the time of purchase. Additional Services or Software may be purchased and added to Your account at any time. Promotional or discounted pricing is one-time unless otherwise agreed in writing. New purchases and renewals will be priced at Bluebeam’s then-current fees unless otherwise agreed in writing.
      • 7.1.1.2     If You purchase through a Bluebeam-authorized reseller (“Reseller”), You agree to pay Reseller the fees agreed between You and Reseller. Resellers have no authority to bind Bluebeam, modify these General Terms, or provide any warranty or other commitment on behalf of Bluebeam.
      • 7.1.1.3     Bluebeam may increase fees for products and services in its sole discretion, and You agree to pay such fees for new purchases and renewals unless otherwise agreed in writing.
      • 7.1.1.4     If You provide credit card information to Bluebeam for payment, You authorize Bluebeam to charge that card for all Services and Software in the applicable Order and for any Renewal Terms, in advance, annually or on any other billing frequency stated in the Order.
      • 7.1.1.5    Fees are only refundable if an Order is terminated as expressly permitted under the Term and Termination provisions within these Terms. Except as expressly provided in these Terms or required by applicable law, all fees are non-cancelable and non-refundable.
      • 7.1.1.6     If any payment is past due and Bluebeam has provided written notice of the past-due status, Bluebeam may suspend access to the Services and Software without liability until all amounts are paid in full.
      • 7.1.1.7     All fees are exclusive of any taxes, including local, state, provincial, federal or foreign taxes, levies, duties or similar assessments, 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 under these Terms. If Bluebeam has a legal obligation to pay or collect Taxes for which You are responsible, Bluebeam will invoice You for such taxes, and You shall pay them unless You provide a valid tax exemption certificate from the appropriate taxing authority.
  • 7.1.2  Professional Services.
    • • 7.1.2.1.      Purchasing. Training and consulting services (“Professional Services”) can be purchased through an Order. Bluebeam will perform Professional Services in a professional manner consistent with industry standards and consistent with any written timelines, travel estimates, and details set forth in the applicable Order. Any Order signed by the parties is incorporated into and governed by these Terms.
    • • 7.1.2.2.      Validity Period. Professional Services must be used within one (1) year of purchase (or as otherwise stated in the applicable Order). Any Professional Services not scheduled within the applicable period are forfeited and non-refundable.
      • 7.1.2.3      Recording of Training Sessions. Training sessions provided to You as part of Your Order may be recorded. Bluebeam grants a revocable, limited, non-transferable, royalty-free, and non-exclusive license to use the recordings of the training sessions (collectively the “Recordings”). You may host the Recordings only on Your internal network or internal training platform, and the Recordings may be accessed only by You and Your employees, authorized agents, and contractors solely in connection with their engagement with You. You will not make the Recordings available to any other third party. The license term for the Recordings is two (2) years from the applicable Order’s start date. You will not edit, copy, alter, excerpt, or otherwise modify the Recordings, and will ensure Your employees, agents, and contractors do not do so. Bluebeam retains all right, title, and interest in the Recordings; no ownership rights are granted to You. You may not rent, lease, sublicense, loan, commercialize, repackage, repurpose, or resell the Recordings. Bluebeam may terminate this license at any time upon written notice. Upon termination, You will immediately stop using the Recordings and certify deletion of the Recordings from its network/training platform.
      • 7.1.2.4       Payment. Fees for Professional Services are due in accordance with payment terms set forth in the applicable Order. If an Order contains no payment terms, fees are due in advance no later than twenty-one (21) business days before the scheduled start date, or within thirty (30) days after the Effective Date of the Order, whichever is sooner. Travel expenses, if applicable, will be billed in arrears at actual cost.
      • 7.1.2.5      Travel. Any travel by Bluebeam personnel in connection with the Professional Services provided under this Agreement shall be conducted in accordance with Bluebeam’s then-current travel policy. A copy of such travel policy shall be made available to Customer where applicable and upon Customer’s reasonable request.
      • 7.1.2.6       Cancellation/Rescheduling. Cancellation and/or rescheduling requests must be provided to Bluebeam at the email address, [email protected], or as otherwise specified by Bluebeam. Rescheduling requires at least twenty-one (21) business days’ advance notice and is subject to availability; You are responsible for additional travel costs incurred due to rescheduling. You may cancel up to twenty-one (21) business days prior to the scheduled start date, but You remain responsible for any travel costs already incurred, which will be invoiced in full. If force majeure requires rescheduling, You agree to cover the original travel costs and any additional travel costs arising from rescheduling. If Bluebeam cannot perform on the scheduled date, Bluebeam will notify You as soon as reasonably practicable and no later than three (3) business days before the scheduled start date.
      • 7.1.2.7     Status/Non-Exclusivity. Professional Services are non-exclusive, and Bluebeam may provide services for others. Bluebeam personnel providing Professional Services are not Your employees.
      • 7.1.2.8     Reports. If Professional Services include reports, You may publish a final report in its entirety. Any publication of a report in less than its entirety (including any “draft” report, working notes, or work-in-progress materials) requires Bluebeam’s prior written consent.
      • 7.1.2.9     Ownership. Upon full and final payment, the tangible deliverables expressly identified as deliverables in the applicable Proposal (“Deliverables”) will become Your property solely for internal business purposes; You may not commercialize the Deliverables. Bluebeam retains ownership of all pre-existing and proprietary concepts, methods, processes, know-how, training materials, and other Bluebeam materials not expressly identified as Deliverables, and Bluebeam may use generic formats of deliverables or materials developed during an engagement for any business purpose.
      • 7.1.2.10     Non-Solicitation. During the performance of Professional Services and for one (1) year after completion, You will not solicit for employment or engagement any Bluebeam employee or consultant who performed Professional Services, except through a general advertising campaign not targeted at such persons.
• 7.2 Audit.
  Services and Software are subject to the limits in the applicable Order, these Terms, or Documentation. If You exceed those limits, Bluebeam may ask You to reduce usage or may suspend access until You comply. If You do not or cannot comply, You will promptly (a) execute an Order for additional quantities and/or (b) pay any invoiced overage amounts needed to bring Your usage into compliance.
• 7.3 Confidentiality.
  • 7.3.1. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given its nature or the circumstances of disclosure, including, without limitation, the terms and conditions of the Order (including pricing), business and marketing plans; training materials and consulting advice; technology and technical information, including security information, Your Data, Your Content; product plans and designs, and business processes. Confidential Information does not include information that (i) becomes public without breach of these Terms, (ii) was lawfully known to the Recipient prior to disclosure by the Disclosing Party, (iii) is lawfully received from a third party without confidentiality obligations, or (iv) was independently developed by Recipient without use of or reference to Disclosing Party’s Confidential Information. Bluebeam’s obligations regarding Personal Data are described in its Privacy Policy and Data Processing Addendum.
  • 7.3.2. Recipient expressly agrees to: (i) to hold Disclosing Party’s Confidential Information in strict confidence and protect it using at least the same degree of care it uses for its own similar information (and no less than reasonable care); (ii) use Confidential Information only to perform or exercise its rights under these Terms or as otherwise authorized in writing by the Disclosing Party; and (iii) disclose Confidential Information (including any extract or portion thereof) only to its employees and contractors who have a legitimate need to know for purposes of delivering or providing Software or Services or related services as provided hereunder, and who are bound by confidentiality obligations no less protective than these terms in this section. Any combination or mingling of Confidential Information with Recipient’s own information shall not affect its status as Confidential Information or the Disclosing Party’s ownership of it. 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.
• 7.4 Term and Termination.
  • 7.4.1 Term. These Terms take effect on the date You first accept them by any means including, but not limited to, clicking to accept, executing an Order, or using the Services or Software (the “Effective Date”) and shall continue until all subscriptions have expired, all professional services are delivered, or these Terms are terminated by Bluebeam or You as provided herein (the “Term”).
  • 7.4.2. Subscriptions. Except as otherwise specified in the Additional Terms or agreed in writing, subscriptions to Bluebeam Software are for one (1) year (“Initial Term”) and will automatically renew for successive one (1) year periods (each a “Renewal Term”) unless either party gives the other at least thirty (30) days’ prior written (including email) notice before the end of the then-current term.
  • 7.4.3 Termination.
    • 7.4.3.1. Termination for Cause. Either party may terminate the Terms and all related Services and Software for cause:
      • • upon (30) days’ written notice of a material breach that remains uncured at the end of that period; or
      • • immediately if the other party becomes subject to any bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors.
    • 7.4.3.2. Termination for Convenience. You may terminate a Software subscription or license for convenience within thirty (30) days of the initial subscription or license start date and receive a refund if termination occurs during that thirty (30) day period. This termination right applies only to the initial purchase, and not to renewals or additional products or services added during an active subscription. Notwithstanding the foregoing, Customer may cancel the subscription with five (5) days’ written notice upon receiving updated terms in accordance with Section 5.
  • 7.4.4. Partial Termination. The parties may agree in writing to terminate a particular Service or Software subscription without terminating all Services or Software Subscriptions.
  • 7.4.5. Effect of Termination. Upon the effective date of termination, all licenses and rights to use or receive, as applicable, the terminated Software or Services will cease; remaining Services and Software will continue under these Terms. As of the effective date of termination, You shall: (a) discontinue use of the Services or Software; (b) unregister Software from all Devices; (c) delete or destroy all copies of Software and Documentation (except for one (1) archival copy), and, subject to section 7.4.6 remove Your Content from Bluebeam’s systems.Bluebeam will terminate applicable subscriptions as of the effective date of termination. If you terminate under Sections 7.4.3.1(i) or 7.4.3.2, Bluebeam will refund prepaid subscription fees for the affected Services or Software, prorated for use through the effective date of termination. In all other cases, fees are non-refundable and Your payment obligations remain in effect.

• • 7.4.6. Post-Termination Access and Data Deletion. Upon Your written request made on or prior to the effective date of termination, Bluebeam will provide limited access to the terminated Services or Software that store Your Data or Your Content for up to thirty (30) days post termination at no additional cost, solely to allow You to retrieve Your Data and Your Content. After that period, Bluebeam has no obligation to maintain such data and will delete it unless legally prohibited, provided that copies on backup media and servers may be retained until those backups are deleted in the ordinary course of business. Downloaded files and data will be provided in a format determined by Bluebeam in its reasonable discretion.
  • 7.4.7 Survival. 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 7.2 “Audit” (for three (3) years); Section 7.3 “Confidentiality”; Section 7.4.6 “Post Termination Access and Data Deletion”; Section 7.6 “Indemnity”; Section 7.7 “Limitation of Liability”; Section 7.11 “Governing Law”; Section 7.12 “Arbitration”; Section 7.13. Attorney’s fees; and Section 7.15 “Trade and Export Law”.

7.5 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. THIS LIMITED WARRANTY DOES NOT APPLY TO ANY BETA, TRIAL, EVALUATION, FREE, PROFESSIONAL SERVICES, OR AI-POWERED FEATURES OR OUTPUTS, WHICH ARE PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SOFTWARE AND SERVICES (INCLUDING ANY AI FEATURES, MODELS, OR OUTPUTS) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND YOUR USE OF THEM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLUEBEAM DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF AVAILABILITY, ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

YOU ARE SOLELY RESPONSIBLE FOR SELECTING THE SERVICES AND SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE THEREOF, INCLUDING ANY RELIANCE ON AI-GENERATED OUTPUTS, SUGGESTIONS, OR CONTENT. BLUEBEAM MAKES NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

7.6. Indemnity.

7.6.1. Indemnification by You.

To the fullest extent permitted by 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 claim, demand, suit, or proceeding (including reasonable attorneys’ fees and costs) arising out of or related to: (a) Your or Your users’ breach of these Terms or violation of applicable law; (b) Your or Your users’ Content, data, or use of the Services or Software (including any AI features or outputs) in a manner not expressly authorized by these Terms or the Documentation; or (c) any allegation that Your Content, data, or use infringes, misappropriates, or otherwise violates the intellectual property or other rights of a third party.

7.6.2. Indemnification by Bluebeam.

• 7.6.2.1. IP Infringement. Subject to section 7.6.3, Bluebeam agrees to defend, indemnify and hold You harmless against any third-party claim alleging that the Services or Software, as provided by Bluebeam and used by You in accordance with these Terms and the Documentation, directly infringe or misappropriate a third party’s patent, copyright, trademark, or trade secret, and will pay any final damages and reasonable costs awarded against You (or amounts agreed in a settlement approved by Bluebeam).
• 7.6.2.2. Exclusions. Bluebeam’s obligations under Section 7.6.2.1 do not apply to any claim to the extent arising from or related to: (a) use of the Services or Software (including any AI features or outputs) are in violation of these Terms or the Documentation; (b) any modification of the Services or Software not made or expressly authorized in writing by Bluebeam; (c) any combination or use of the Services and Software with hardware, software, services, data, or processes not approved in writing by Bluebeam, where the claim would not have arisen but for such combination or use; (d) Bluebeam’s compliance with designs, specifications, instructions, or requirements by You, or (e) Your negligence, willful misconduct, or failure to implement updates, workarounds, or changes provided by Bluebeam to avoid or mitigate the alleged infringement.  For clarity, Bluebeam’s indemnity in Section 8.6.2.1 applies only to the Services and Software themselves and does not extend to any AI generated outputs, prompts, or use of such outputs by You or Your users. You remain solely responsible for evaluating and using any AI outputs and for ensuring that such use complies with applicable laws and third party rights.

7.6.3. Indemnity Procedures and Exclusive Remedies.

• 7.6.3.1. Procedures. The indemnification provided in sections 7.6.1 and 7.6.2 are expressly conditioned upon the indemnitee: (a) giving the indemnitor prompt written notice of the claim or threat; (b) granting indemnitor sole control of the defense and settlement of the claim (except that the indemnified party may participate at its own expense and any settlement requiring a material admission of liability or payment by the indemnified party requires its prior written consent, not to be unreasonably withheld); and (c) providing reasonably cooperation and assistance and authority at indemnitor’s expense.
• 7.6.3.2. Mitigation. If the Services or Software, or any part thereof, are determined to infringe by a tribunal or court, or if Bluebeam reasonably believes they are likely to be the subject of an infringement claim, Bluebeam may, in its sole discretion and at its expense: (a) procure for You the right to continue using the affected Services or Software; (b) replace or modify the affected Services or Software so they become non-infringing without materially reducing their core functionality; or (c) if neither (a) or (b) are commercially reasonable, terminate the affected Services or Software and provide to You any prepaid, unused fees for the terminated portion, pro-rated from the effective date of termination.
• 7.6.3.3. Sole and Exclusive Remedy. Sections 7.6.2 and 7.6.3 set out Your sole and exclusive rights and remedies, and Bluebeam’s entire liability, for any third-party claim asserting Software or Services infringement or misappropriation of any intellectual property right.

7.7. 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 THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, WORK STOPPAGE, PRIVACY, DATA (CONFIDENTIAL OR NOT), OR USE, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES), FOR PERSONAL INJURY, FOR FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR RELATED TO PROFESSIONAL SERVICES, THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICES, INCLUDING ANY AI FEATURES, MODELS, OR AI-GENERATED OUTPUTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLUEBEAM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE SOFTWARE, AND ANY AI FEATURES OR OUTPUTS WILL NOT EXCEED THE FEES PAID BY YOU TO BLUEBEAM FOR THE SERVICES AND SOFTWARE GIVING RISE TO THE CLAIM DURING THE PRECEDING TWELVE (12) MONTHS FROM THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. NOTHING IN THIS SECTION LIMITS OR EXCLUDES LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

7.8. Links and Third Parties.

Some Services and Software allow internet access or links to third-party websites or online resources that Bluebeam does not control. These links are provided for convenience only and do not constitute an endorsement. Your access to and use of such sites, content, goods, or services is solely at Your own risk, and Bluebeam is not responsible or liable in any way for them.

7.9. Publicity.

Unless You notify Bluebeam in writing to restrict this, Bluebeam may identify You as a customer on its websites. You hereby grant Bluebeam a non-exclusive, non-transferable, worldwide, royalty-free license during the Term to use Your trademarks, service marks, and trade names (“Marks”) in accordance with Your brand guidelines, if provided. Any other use of Your Marks in advertising, promotions, or public announcements shall require Your prior written approval.

7.10. English Language.

These Terms are prepared in American English, which will control over any non-English translation provided for convenience. All notices between the parties must be given in English.

7.11. Bluebeam Contracting Entity, Governing Law.

The Bluebeam entity contracting with You determines the governing law, venue, and notice address as set out in the chart below. Each party agrees to the applicable governing law and jurisdiction without regard to conflict-of-law rules. The applicable entity is the one named on Your Order, the localized Bluebeam website from which You purchase (for example, purchases on the Bluebeam UK website are with Bluebeam Ltd. UK); or, for other purchase methods, the Bluebeam entity that processes Your purchase.

7.12. Arbitration.

7.12.1 The parties agree to negotiate in good faith to resolve any disputes arising out of or relating to the Terms (“Dispute”) through confidential settlement negotiations, with each party bearing its own expenses. If the dispute is not resolved within ninety (90) days, or as otherwise required by law, it shall be submitted to arbitration as set out below.

7.12.2. Any Dispute not resolved by good faith negotiations shall be finally settled by confidential arbitration before the arbitral body identified within the table under Section 7.11, to the extent allowed by applicable law. The arbitration shall be conducted in English. All arbitration proceedings, disclosures, and awards shall be kept strictly confidential and may not be disclosed to any third party without the other party’s written consent, except to the extent disclosure is necessary to protect a party’s rights in connection with the Dispute or is required by law, regulation, governmental order, or applicable stock-exchange or similar rules.

7.13. Attorney’s Fees.

To the extent permitted by applicable law, if either party employs attorneys to enforce any rights under these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses. The “prevailing party” is the party that substantially prevails on the claims at issue. However, if a party makes a written settlement offer that is not accepted by the other party within forty-five (45) days from receipt and the rejecting party does not obtain a more favorable judgment, the rejecting party may not recover its attorneys’ fees and costs (even if it otherwise prevails) and must pay the offering party’s reasonable attorneys’ fees and costs.

7.14. Code of Conduct.

Bluebeam will comply with the policies of its parent company, the Nemetschek Group, 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.

7.15. Trade and Export Law.

The Services and Software may be subject to United States (“U.S.”) and other export control laws. Each party represents that it is not on any U.S. government denied-party list. You will not access to or use the Services or Software (or permit access or use) in any U.S.-embargoed country or region or in violation of any applicable export law or regulation (currently including Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Luhansk, Belarus, and Russia). You are responsible for obtaining and paying for any required licenses (i.e., export, import, or transfer licenses) or approvals for Your use of the Services or Software.

7.16. Federal Government End Use Provisions.

The Services and Software are provided as “commercial products” and “commercial computer software” for U.S. federal government end users and are licensed only with the rights set forth in these Terms. Any additional rights must be agreed in a separate written addendum signed by Bluebeam and the applicable government entity.

7.17. Notices.

All notices required by the Terms shall be in writing, delivered to the address specified in section 8.11 above together with a copy via email to [email protected], 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 provided and/or emailed to the email address appointed by You, and if none, the email address of the contact provided in the Order.

7.18. 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.

7.19. 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 if the assignee agrees in writing to be bound by the Terms; by providing written notice to Bluebeam; and all past due and owed fees are paid in full prior to the assignment. 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 successors and permitted assigns.

7.20. Miscellaneous Terms.

7.20.1. Force Majeure. Neither party is liable for any failure or delay in performing its obligations under these Terms to the extent caused by events beyond its reasonable control. Any affected performance deadlines will be extended for the duration of the delay.

7.20.2. Severability. If any provision of these Terms is held unenforceable or invalid, the remaining provisions shall remain in full force and effect.

7.20.3. Waiver. No failure or delay in enforcing any right under these Terms is deemed a waiver unless it’s made in writing and signed by the waiving party. Any waiver applies only to the specific instance and not to future continuing breaches.

7.20.4. Equitable Relief. You acknowledge and agree that any actual or alleged breach of these Terms may cause irreparable harm to Bluebeam for which monetary damages would be inadequate, and that Bluebeam shall be entitled to seek immediate injunctive or other equitable relief, without requiring a bond, in addition to any other available rights and remedies.

7.20.5. Entire Agreement. These Terms, together with any exhibits and addenda, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous discussions, understandings, proposals, and agreements, whether written or oral. Any additional or conflicting terms  in any other order documents (excluding a Bluebeam Order) are void and will have no effect.

7.20.6. Amendment. The Terms may only be modified by a written amendment signed by an authorized representative of Bluebeam.