BLUEBEAM PRODUCTS AND SERVICES ADDENDUM to GENERAL TERMS AND CONDITIONS OF USE

This Addendum was last updated as of March 21, 2023.

Archived Agreements

IMPORTANT—READ CAREFULLY: THIS PRODUCTS AND SERVICES ADDENDUM (THE “ADDENDUM“), IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “YOUR” OR “LICENSEE”) AND BLUEBEAM, INC. (“BLUEBEAM“). YOU MAY REFER TO AN INDIVIDUAL MAKING A PURCHASE OR IF PURCHASING ON BEHALF OF AN ENTITY, THE ENTITY ON WHOSE BEHALF SUCH PURCHASE IS MADE. THE SPECIFIC SECTIONS APPLICABLE TO YOU ARE DETERMINED BY THE SERVICES OR SOFTWARE YOU ACQUIRE FROM BLUEBEAM. BY EXECUTING AN ORDER (as defined in the General Terms and Conditions of Use) YOU AGREE TO BE BOUND BY THE TERMS OF THIS ADDENDUM.

Pursuant to the Order and subject to the General Terms and Conditions of Use and all additional terms set forth in this Addendum, Bluebeam hereby makes the grants of uses and licenses to the Services and Software identified in the applicable Order to You as further described below. Capitalized terms not otherwise defined herein shall have the meaning set forth in the General Terms and Conditions or the Additional Terms.

1. Promotional Trade-in or Subscription Conversion Offers.

Bluebeam may, from time to time, make promotional offers to trade-in or convert Bluebeam products to one of its subscription packages. Such promotions will specify the duration of the promotion; applicable terms and conditions to qualify for the offer; the cost involved, if any; and may include additional terms and conditions which are incorporated into this Addendum by this reference and are legally binding on the parties. When a Bluebeam product is traded in or converted to a subscription package, the following applies to such promotional offers. When a service is converted to a subscription package, that service is terminated and is converted to the specified subscription package subject to the Terms. If a perpetually licensed product is traded in or converted, You agree to discontinue use, not assign new users, or to sell or transfer a perpetual license to any third-party which is traded in or converted to receive the benefits of such offer.

2. Free Trials
   • 2.1. If Bluebeam or an affiliated party offers, and Licensee registers for, a free trial of Bluebeam’s Software or Services, Bluebeam will make the applicable Software or Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Software or Services, or (b) the start date that You purchased such Software or Services, or (c) termination of the trial by Bluebeam in Bluebeam’s sole discretion. Additional trial terms and conditions may appear on the trial registration web page, including the duration of the trial. Any such additional terms and conditions are incorporated into this Addendum by this reference and are legally binding.
   • 2.2. YOUR DATA AND YOUR CONTENT ENTERED INTO THE SOFTWARE AND/OR SERVICES DURING THE FREE TRIAL MAY BE PERMANENTLY LOST UNLESS LICENSEE PURCHASES A SUBSCRIPTION OR LICENSE TO THE SAME SOFTWARE AND/OR SERVICES AS THOSE COVERED BY THE FREE TRIAL.
   • 2.3. NOTWITHSTANDING THE “WARRANTIES AND DISCLAIMERS” SECTION AND “INFRINGEMENT INDEMNIFICATION” SECTION IN THE GENERAL TERMS, DURING THE FREE TRIAL THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND AND BLUEBEAM SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SOFTWARE AND SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE BLUEBEAM’S LIABILITY WITH RESPECT TO THE SOFTWARE AND SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00 USD. WITHOUT LIMITING THE FOREGOING, BLUEBEAM AND AFFILIATED PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SOFTWARE AND/OR SERVICES DURING THE FREE TRIAL PERIOD WILL MEET YOUR REQUIREMENTS, OR THAT (B) YOUR USE OF THE SOFTWARE AND/OR SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. YOU SHALL BE FULLY LIABLE UNDER THIS ADDENDUM TO BLUEBEAM AND ITS AFFILIATED PARTIES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE SOFTWARE AND/OR SERVICES DURING THE FREE TRIAL PERIOD OR ANY BREACH BY LICENSEE OF THIS ADDENDUM. YOU AGREE TO REVIEW THE APPLICABLE SOFTWARE AND/OR SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF SUCH SOFTWARE AND/OR SERVICES BEFORE MAKING A PURCHASE.

3. Bluebeam Beta Program
   • 3.1. Beta Program. Pre-commercial releases or beta software releases (each a “Beta Release”) do not represent a final commercially ready product and may contain bugs, errors, inconsistencies or other issues that can cause system or other failures and/or data loss. Bluebeam may offer You the opportunity to participate in a Beta Release. If You elect to participate, Your use and license of the Beta Release will be governed by this Addendum and all integrated terms in addition which may include a separate beta program agreement and nondisclosure agreement. Any such additional terms and conditions are incorporated into this Addendum by this reference and are legally binding. All rights in this section will terminate upon the commercial release of such Beta Release or when designated by Bluebeam in its sole discretion.
   • 3.2. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE BETA SOFTWARE IS AT YOUR SOLE RISK AND THAT THE BETA SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITH NO WARRANTY, INDEMNITY OR ANY LIABILITY TO BLUEBEAM OF ANY KIND. BLUEBEAM HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE BETA RELEASE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

4. Educational Users
   • 4.1. Software and Services licensed or subscribed to as part of Bluebeam’s academic program are subject to the Terms and any additional terms and conditions provided as part of the registration process. Any such additional terms and conditions are incorporated into this Addendum by this reference and are legally binding. Software and Services available for use in the academic program are selected by Bluebeam in its sole discretion. By participation in Bluebeam’s academic program, You warrant and represent that You are a current and registered student or faculty member (full-time, part-time or adjunct) with a public or private high school or an accredited college or university. Academic verification is required and You must submit a valid academic email address. Alumni do not qualify. Limited to one (1) Software Seat per educational end-user.
   • 4.2. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE AND/OR SERVICES WHILE ENROLLED IN BLUEBEAM’S ACADEMIC PROGRAM IS AT YOUR SOLE RISK AND THAT THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITH NO WARRANTY, INDEMNITY OR ANY LIABILITY TO BLUEBEAM OF ANY KIND. BLUEBEAM HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND SERVICES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

5. REVU Desktop Software Application
   • 5.1. Definitions.
     • 5.1.1. “Authorized User” means You and if Licensee is an entity then Licensee’s employees, duly authorized agents and independent contractors, but in every case an individual.
     • 5.1.2. “Device” means a personal computer owned or controlled by Licensee.
     • 5.1.3. “Documentation” means user guides, specifications, and online materials made available by Bluebeam to the general public regarding specific Software and Services.
     • 5.1.4. “Gateway” means Bluebeam’s online service portal accessible via the internet or other Authorized User portal that allows Licensee to view and manage Licensee’s Authorized Users.
     • 5.1.5. “Initial Term” means the one (1) year period commencing on the subscription start date set forth in the Order or other signed written agreement between Licensee and Bluebeam.
     • 5.1.6. “OL Key” means unique identifier assigned by Bluebeam to Licensee that allows Licensee to download and install Seats of Revu 20 and assign, release, reassign and/or revoke OL Seats to and/or from Authorized Users.
     • 5.1.7. “OL Seat” means the number of Seats licensed by Licensee according to the terms herein and as set forth in one or more Orders.
     • 5.1.8. “Renewal Term” means any annual period following the Initial Term for which Licensee pays the applicable subscription fees.
     • 5.1.9. “Revu 20” means the Bluebeam branded desktop software application described in the Documentation.
     • 5.1.10. “Revu 21” means the subscription Bluebeam branded desktop software application described in the Documentation.
     • 5.1.11. “Seat” means one (1) copy of Revu 20 or Revu 21, as applicable, downloaded to a Device.
     • 5.1.12. “Single User Ratio” means one (1) Seat downloaded onto one (1) Device and used by one (1) Authorized User.
     • 5.1.13. “Updates” means bug fixes, patches and/or service packs made available to address certain issues that may not be working as intended.
     • 5.1.14. “Upgrades” means new versions of the Software that replace the prior version in its entirety and offer significant changes and improvements over the prior version. Upgrades do not include new functionality separately sold or offered separate and apart from the Software.

• 5.2. Revu 21.
  • 5.2.1. Revu 21 is provided on an annual subscription basis.
  • 5.2.2. Subject to Licensee’s continuous compliance with the Terms and payment of the applicable subscription fees, Bluebeam hereby grants Licensee during the Initial Term and any applicable Renewal Term a revocable, limited, non-exclusive, personal, non-sublicensable, non-transferable right (i) for such number of Licensee’s Authorized Users identified in the Order to access Revu 21 and use the functions included in the applicable subscription package purchased as specified in the applicable Order for Licensee’s internal business purposes only, and (ii) for Licensee to download unlimited Seats of Revu 21 on Licensee’s Devices. No other third-party may access or download for use Revu 21 or subsequent version for use under this grant of use.
  • 5.2.3. A Revu 21 subscription includes access to and use of the Gateway, technical support, Updates and Upgrades.
  • 5.2.4. Gateway Access. Contemporaneously with the Revu 21 subscription start date, Bluebeam hereby grants Licensee a limited, non-exclusive, personal, non-sublicensable, non-transferable right to access and use the Gateway. Licensee is required to create and maintain a User ID to access the Gateway as described in the General Terms. It is Licensee’s sole responsibility to prevent the unauthorized use of Licensee’s User ID and to keep such User ID confidential. to. In the event the password is forgotten or compromised, Licensee must contact Bluebeam immediately.

• 5.3. Revu 20.
  • 5.3.1. Revu 20 is licensed on a per Seat Single User Ratio basis.
  • 5.3.2. Subject to Licensee’s continuous compliance with the Terms and payment of the applicable license fees, Bluebeam hereby grants Licensee a limited, non-exclusive, personal, non-sublicensable, non-transferable license (i) to download, install and use the number of Seats of Revu 20 identified in Licensee’s Order, and (ii) to all Authorized Users to access and use the Revu 20 functionality specified in the applicable Order on a Single User Ratio. Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licenses of the Software.
  • 5.3.3. Optional Features for Revu 20.
    Certain features or functionality available in connection with Revu 20 are subject to additional terms and conditions that follow herein. The optional features available for Revu 20 are a Maintenance Subscription, Enterprise License subscription, and Open License subscription.
    • Enterprise License Subscription.

5.3.3.1. An Enterprise License Subscription (“ELS”) is a hosted service which allows Licensee to manage Seats and Devices and requires an active Maintenance Subscription. Upon timely payment of the ELS fee as specified in the applicable Order and verification of a Maintenance Subscription, Bluebeam hereby grants Licensee a limited, non-exclusive, personal, non-transferable right to access and use one (1) Enterprise License Key to assign, un-assign and re-assign Seats between Licensee’s Devices and Authorized Users in compliance with Single User Ratio during the Initial Term or a Renewal Term. Bluebeam may invalidate and de-register the Enterprise License Key in its sole discretion and without penalty or liability If Licensee fails to comply with the Terms, allows the Maintenance Subscription to lapse, or to pay the applicable ELS fee.

• 5.3.3.1.1. Confidentiality of Enterprise License Key. It is Licensee’s sole responsibility to maintain the confidentiality and integrity of the Enterprise License Key. If the confidentiality is breached or Licensee suspects it is breached, Licensee will notify Bluebeam immediately so that the Enterprise License Key can be disabled and a new Enterprise License Key assigned to Licensee
• 5.3.3.1.2. Non-Compliance with Single User Ratio, 5% Overage allowance. If at any time Licensee assigns Seats to a number of Devices and/or Authorized Users in excess of five percent (5%) of the total number of purchased licensed Seats (the “Overage Allowance”), Licensee will be prohibited from assigning a Seat to a new Device until the overage has been corrected by Licensee or additional Seats have been purchased by Licensee. If at any time Licensee’s Single User Ratio exceeds the Overage Allowance for a period of thirty (30) days, Bluebeam reserves the right to unregister as many Devices as is required to obtain compliance with the Single User Ratio or to submit an invoice to the Licensee in the amount of the overage which Licensee agrees to pay.
• 5.3.3.1.3. Automatic Seat Release. Licensee’s Devices periodically communicate with Bluebeam’s license server over the internet to validate the Single User Ratio and monitor the Overage Allowance. After fifteen (15) days without a communication from Licensee’s Device, the license server will automatically release such Seat from the Device. All inactive Seats will remain unassigned until such time as the earlier of (i) the Seat is affirmatively assigned to a Device by Licensee, or (ii) the previously assigned Device communicates with the Bluebeam’s license server and re-engages the Seat.
• 5.3.3.1.4. Gateway Access. Contemporaneously with the ELS subscription start date, Bluebeam will issue Licensee’s Enterprise License Key and grant Licensee a limited, non-exclusive, personal, non-sublicensable, non-transferable right to access the applicable Gateway. Licensee is required to create and maintain a password to access the Gateway. In the event the password is forgotten or compromised, Licensee must contact Bluebeam immediately.

• 5.3.3.2. Open License Subscription.
  An Open License Subscription (“OLS”) is a cloud service which allows Licensee to use an OL Key to assign Authorized Users to OL Seats. Upon timely payment of the OLS fee and Licensee’s continuous compliance with the Terms during the Initial Term and any applicable Renewal Term, Bluebeam hereby grants Licensee a limited, non-exclusive, personal, non-transferable right to one (1) OL Key to access and use Bluebeam’s cloud-based authorization system to distribute the OL Seats among Licensee’s Authorized Users. Provided Licensee’s OLS remains current, Revu 20 may be installed on an unlimited number of Devices.
  • 5.3.3.2.1. Gateway Access. Promptly following the OLS start date, Bluebeam will issue Licensee’s OL Key and grant Licensee a limited, non-exclusive, personal, non-sublicensable, non-transferable right to access the applicable Gateway.
  • 5.3.3.2.2. Confidentiality of OL Key. It is Licensee’s sole responsibility to maintain the confidentiality and integrity of the OL Key. If the confidentiality of the OL Key is breached or Licensee suspects it is breached, Licensee will notify Bluebeam immediately so that the OL Key can be disabled and a new OL Key assigned to Licensee.
  • 5.3.3.2.3. Licensed OL Seats and New OL Seats. Licensee may add OL Seats to Licensee’s OLS at any time during the Initial Term or any Renewal Term upon payment of a pro-rated portion of the OLS fees (determined based on the number of months remaining in the then current annual subscription term). Licensee may not reduce the number of OL Seats during any annual subscription term.

• 5.4. Bluebeam Mobile Applications.
  • 5.4.1. Revu for iPad^®
    • 5.4.1.1. Revu for iPad is an application for use with Apple^® devices downloadable from the Apple^® App Store® and further described in the Revu for iPad Documentation on a licensed basis.
    • 5.4.1.2. Subject to Licensee’s payment of the applicable license fees, continuous compliance with the Terms, and any additional terms and conditions provided as part of the download process, which are incorporated herein by this reference and are legally binding on the date Licensee downloads Revu for iPad from the App Store, Bluebeam grants Licensee a limited, non-exclusive, personal, non-sublicensable, non-transferable right and license to download, install one (1) Seat of Revu for iPad on one (1) Apple^® branded product owned and used by Licensee, except that Revu for iPad may be accessed and used by other Licensee User ID’s associated with Licensee via family sharing or volume purchasing in accordance with the Terms.
  • 5.4.2. Apple Operating Systems. For the iPhone® and iPad® versions of the Revu for iPad app, this Agreement incorporates and supplements the Apple, Inc. Terms and Conditions (available at http://www.apple.com/legal/itunes/us/terms.html#service), including, without limitation, the Licensed App End User Agreement therein (“Apple Terms”). Revu for Android^®.
    • 5.4.2.1. Revu for Android is an application for use with Android^® devices downloadable from the Google Play^® store and further described in the Revu for Android Documentation on a licensed basis.
    • 5.4.2.2. Subject to Licensee’s payment of the applicable license fees, continuous compliance with the Terms, and any additional terms and conditions provided as part of the download process, which are incorporated herein by this reference and are legally binding on the date Licensee downloads Revu for Android from the Google Play store, Bluebeam grants Licensee a limited, non-exclusive, personal, non-sublicensable, non-transferable right and license to download, install one (1) Seat of Revu for Android on one (1) Android based device owned and used by Licensee, except that Revu for Android may be accessed and used by other Licensee User ID’s associated with Licensee via family sharing or volume purchasing in accordance with the Terms.
    • 5.4.2.3. Android Operating Systems. For the Android phone or tablet version of Revu for Android these Terms incorporate and supplement the Google, Inc. Google Play Terms of Service (available at https://play.google.com/intl/en_us/about/play-terms.html ) and Android Market Terms of Service (available at https://www.google.com/intl/en_ca/mobile/android/market-terms.html and https://policies.google.com/terms?hl=enGB&gl=uk) (“Google Terms”).
  • 5.4.3. Conflicts. If any of the provisions of the Apple Terms or Google Terms, conflict with this Agreement, this Agreement will control, solely to the extent such terms and conditions in conflict apply to the Revu for iPad or Revu for Android.

• 5.5. Software Generally.
  • 5.5.1. Optional Features for Software. Certain features of or functionality may be available in connection with the Software based on the package subscribed to or licensed.
  • 5.5.2. The Software includes authorization or registration technology designed to prevent unauthorized use, access, and/or copying of the Software. This technology may cause Licensee’s Device to automatically connect to the internet or to prompt Licensee to contact Bluebeam and may prevent uses of the Software that are not permitted under the Terms.
  • 5.5.3. Archival Copy. Licensee may make one (1) archival copy of the Revu desktop Software solely for back-up and archival purposes. Licensee agrees that the archival copy must contain the same proprietary notices that appear on and in the Revu Software and related Documentation.
  • 5.5.4. Updates. Bluebeam may, in its sole discretion, make Updates available to You.
  • 5.5.5. Upgrades. Bluebeam may, in its sole discretion, make Upgrades available to You. Upon release of an Upgrade, Bluebeam’s obligation to support the previous versions may end. Upgrades are only available to Licensee as provided in this Addendum unless otherwise agreed in writing by Bluebeam. If an Upgrade is accepted by Licensee, the previous version of the Software must be removed from Licensee’s Device and no further use or access is permitted except archival copies as provided in section 5.5.3 above.
  • 5.5.6. Digital Certificates and Signatures. Some Software uses digital certificates to sign and validate signatures within PDF files and to validate certified PDF files. Licensee’s Device may access the Internet in order to validate or certify a digital certificate that is self-signed or issued by a third party. The purchase, use, and application of digital certificates are Licensee’s sole responsibility and undertaken at Licensee’s own risk. CERTIFICATES BLUEBEAM MAKES NO WARRANTY AND OFFERS NO INDEMNIFICATION RELATED TO SUCH CERTIFICATES. Further, Licensee agrees to hold Bluebeam harmless from any and all liabilities, losses, actions, damages, or claims arising out of or relating to the use of, or the reliance on, any digital certificate or service of a certificate authority.
  • 5.5.7. Internet Access. The Software allows Licensee and its users to access the Internet. Bluebeam does not control, endorse or accept responsibility for any online services or websites offered by third parties that Licensee or its users may access via the Software. ANY USE OF THIRD-PARTY WEBSITES AND ONLINE SERVICES IS AT YOUR OWN RISK AND BLUEBEAM PROVIDES NO WARRANTY OR INDEMNIFICATION RELATED TO SUCH USE OR ACCESS.

6. Studio and Drawings
   The terms and conditions contained here apply to the access and use of Bluebeam’s Studio and Drawings cloud-based application services (“Collaboration Services”). Studio is an optional service that, if made available in Your license or subscription package, will allow You to manage and collaborate on projects in the cloud. Drawings allows You or Your users to view drawings on multiple devices and is only available with the purchase of a Maintenance Subscription for Revu 20 and is an end of life product. Drawings is scheduled for end of life on March 21, 2023 at which point all users will lose access to Drawings and the product will no longer be eligible for technical support.
   • 6.1. Right to access and use the Collaboration Services. Subject to purchase of an applicable license or subscription package, and continuous compliance with the Terms, Bluebeam hereby grants You a limited, non-transferable, non-exclusive, revocable right to access and use Studio for internal business purposes.
   • 6.2. Location and Sharing of Your Content. Studio is hosted by Amazon Web Services cloud-computing server located in one of the available locations that You select or are invited to participate as follows: Australia, Germany, Sweden, United Kingdom, or United States. You agree that when You share Your Content (including collaborating with others and inviting Attendees to Projects and Sessions) You are allowing others to access and use Your Content in any way without further restriction or compensation to You. If You do not want others to have the ability to use Your Content, do not use the Collaboration Services to share Your Content. You further understand that You (and others that You collaborate with) can access Collaboration Services from outside of Your country of residence (subject to applicable law).
   • 6.3. Disclosure of Your Content. Bluebeam may disclose Your Content if the disclosure is necessary to comply with a valid court order or subpoena or to comply with applicable law, rule or regulation. Bluebeam will notify You of any request for such disclosure (unless prohibited by such process, law or regulation) and cooperate with You if You elect to contest the disclosure, seek confidential treatment of Your Content to be disclosed, or to limit the nature or scope of Your Content to be disclosed.
   • 6.4. Drawings functionality is only available within Studio US and only if You have an active Revu Maintenance Subscription for the 2018 or later version of Revu. Administration of Drawings is available through the Gateway.
   • 6.5. Project and Sessions.
     • 6.5.1. Definitions.
       • 6.5.1.1. “Attendee” means a Studio user who is invited by a Host to participate in a Project or Session.
       • 6.5.1.2 “Chat” means an exchange of communications between the Attendees in a Session.
       • 6.5.1.3 “Drawings” means a Studio feature that delivers Project Files to Services users in the field (via the internet, the Drawings mobile application or within the Revu desktop application).
       • 6.5.1.4 “Drawings Uploaders” means those Services users to whom the Gateway Admin grants permission to upload Project Files into Drawings.
       • 6.5.1.5 “Gateway Admin” means the user designated by Licensee, with the authority to grant and revoke permissions for other Collaboration Services users to access and use Drawings.
       • 6.5.1.6 “Host” means the Services user who initiates a Project or Session and who has administrative access and control of the Project or Session, as applicable.
       • 6.5.1.7 “Markup” refers to any visual element added by a Host or an Attendee to a Session File.
       • 6.5.1.8 “Project” means a set of functions that allows (i) a Host to upload, access, manage, check in, check out, modify and store Project Files on the Services’ cloud-based servers; (ii) a Host to add, modify and remove Project Files, Attendees and Attendee permissions in a Project; and (iii) Attendees to access, check in, check out, modify and use Project Files as authorized by the Host.
       • 6.5.1.9 “Project Files” are documents and other computer files uploaded, accessed, modified and stored by the Host and Attendees according to their respective permissions in connection with a Project.
       • 6.5.1.10 “Session” means a set of functions that allows (i) a Host to upload, access, modify, Markup, manage and store Session Files on the Services’ cloud-based servers; (ii) a Host to add, modify and remove Session Files and Attendees in a Session; (iii) Attendees to access, Markup and use Session Files as authorized by the Host; and (iv) the Host and Attendees to Chat.
       • 6.5.1.11 “Session Files” are PDF files uploaded, accessed, modified and stored by the Host and Attendees, according to their respective permissions, in connection with a Session.
       • 6.5.1.12 “Studio” means a cloud-based collaboration platform that connects users and gives them the ability to markup and review documents in real-time.
     • 6.5.1.2Host Responsibilities. The Host is solely responsible for establishing and managing Attendees and setting Attendee permissions, including, without limitation, access and use restrictions, for all Projects and Sessions. If Project Files or Session Files are confidential (or contain confidential information), it is the Host’s sole responsibility to implement all necessary permissions and access controls to maintain such confidentiality among the Attendees. Bluebeam shall not be responsible for securing or maintaining any confidential information added to a Project or Session, as applicable, by the Host or any Attendee.
     • 6.5.3. Storage Space. You are allocated unlimited project storage space for Project Files and Session Files. You are allocated a limited number of sheets to be shared among all of Your Drawings Uploaders as displayed in the Gateway. Bluebeam reserves the right to change the amount of storage provided and may impose a fee or change the fee charged at any time in its sole discretion.
     • 6.5.4. Deletion of Project Files and Session Files. The Host can delete a Project or Session at any time. Upon deletion, the Project or Session is archived for 120 days. At the end of said 120 days the Project or Session is purged and deletion cannot be undone. Upon deletion all Project Files, Session Files and version history logs are permanently deleted. You are solely responsible for downloading and backing up Project Files, Session Files, and version logs on Your local computer or computer network prior to deleting a Project or Session. Bluebeam may also delete Project Files or Session Files at any time in its sole and reasonable discretion upon prior notification to the Host by email.
     • 6.5.5. Deletion of Session Files for Inactivity. Sessions and Session Files will automatically be deleted if the Session has not been accessed by the Host or any Attendee for a period of eighty (80) days (an “Inactive Session”). The Host will receive an email notifying the Host that the Inactive Session will be archived in ten (10) days (i.e. 90 days from the date of the last access of the Session). A second email notification will be sent one hundred seventy (170) days from the last access or use of a Session notifying the Host that the Inactive Session will be permanently deleted. The Inactive Session will be permanently deleted ten (10) days thereafter (i.e. 180 days from the date of the last access of the Session).
     • 6.5.6. Personal Information of the Host and Attendees. No Attendee is required to submit or use Personal Data in connection with a Project or Session apart from the information provided to Bluebeam to create a User ID. Further, the Services are not intended to host, maintain or secure Personal Data or sensitive Personal Data. Bluebeam shall not be responsible for securing, maintaining or deleting such Personal Data or sensitive Personal Data is allowed by a Host.
     • 6.5.7. Communications Between Attendees. Attendees may use the Collaboration Services to communicate with the Host and other Attendees. If You opt out of receiving non-transactional emails from Bluebeam, You will continue to receive emails from Hosts and Attendees of the Projects and Sessions to which they are an Attendee. Bluebeam shall not be responsible for any information communicated to You in connection with Host and/or Attendee communications made as part of a Project or Session.

7. Studio Prime
   • 7.1. General Terms. Studio Prime is an optional subscription service subject to an annual subscription that requires an annual subscription fee. Studio Prime is only available using Studio US.
   • 7.2. Studio Prime Access right. Subject to Licensee’s on-going compliance with the Terms and payment of applicable Fees, Bluebeam hereby grants Licensee a limited, non-transferable, non-exclusive, revocable right to access and use the Studio Prime services during the Initial Term and any applicable Renewal Term in accordance with the Documentation. The Studio Prime services may only be used by Licensee and Licensee’s Prime Administrator, Prime Members and Prime Collaborators (each as defined in the Documentation) and only for Licensee’s internal business purposes and no other. Internal business purposes do not include the resale of Prime services to third parties. Studio Prime subscriptions are valid for one (1) year commencing on the subscription start date unless otherwise set forth in the applicable Order or other signed written agreement between Bluebeam and You.
   • 7.3. User Level Restrictions. Licensee may only have such number of Prime Administrators, Prime Collaborators and Prime Members access and use Licensee’s Studio Prime account that equals the subscription level specified in the applicable Order. Licensee may increase the subscription level at any time upon written notice to Bluebeam and payment of additional prorated subscription fees. Licensee may decrease the subscription level upon written notice to Bluebeam made at least thirty (30) days prior to each applicable Renewal Term.
   • 7.4. Prime Administrators. Licensee acknowledges and agrees that Prime Administrators are solely responsible for (i) inviting Studio Users to become Prime Members or Prime Collaborators; (ii) managing all Prime Member and Prime Collaborator accounts (including, without limitation, access and permissions to Projects and Sessions for which they are Attendees); (iii) assign, create, modify and remove Prime Member and Prime Collaborator permission and restrictions; (iv) managing and controlling all content (including, without limitation, Project Files and Sessions Files) created or uploaded into or used in connection with the Studio Prime Account.
   • 7.5. Prime Members. Licensee acknowledges and agrees that it shall inform and instruct all Prime Members under Licensee’s Studio Prime Account of the following: (i) the Prime Member’s Studio account will be under the exclusive control of the Prime Administrator; (ii) the Prime Administrator can and will access the account and related content, create and modify permissions related to the account and otherwise monitor the Prime Members usage of the account; and (iii) the Prime Member may only have one Studio account, which is the Prime Member account.

8. Markup Editor powered by Bluebeam Cloud
   • 8.1. Markup Editor. If included in Your subscription package, Markup Editor allows Licensee and its Authorized Users to create, annotate and share documents through the internet using a compatible browser as specified in the applicable Bluebeam Documentation or specifications.
   • 8.2. Right to access and use the Markup Editor. Upon payment of a subscription package fee which includes Markup Editor and continuous compliance with the Terms, Bluebeam hereby provides Licensee and its Authorized Users with a limited, non-transferable, non-exclusive, revocable right to use and access Markup Editor through the internet for Licensee’s internal business purposes. The Markup Editor Term begins on the subscription package start date and ends on the expiration date.

9. Field Tools powered by Bluebeam Cloud
   • 9.1. Field Tools. If included in your subscription package, Bluebeam will make the Field Tools available to You. Access to Field Tools requires a modern web-browser to access on the web or the Bluebeam Cloud for iPad/iPhone application available for download in the Apple App Store. under the Rights of Use provided in Section 9.2 below.
   • 9.2. Right of Use. Subject to Licensee’s timely payment of all applicable fees, acceptance and continuous compliance with the Terms, Bluebeam hereby grants to Licensee, during the applicable Initial Term and any Renewable Term, a limited, non-exclusive, non-transferable and revocable right to access and use Field Tools for its internal business purposes. The right to use and access Field Tools begins on the subscription package start date and ends on the expiration date.

10. Terms Applicable to All Cloud and Hosted Products
    • 10.1. Updates/Scheduled Maintenance for cloud services. Licensee agrees Bluebeam may install Updates in the cloud services as deemed necessary by Bluebeam from time to time. Licensee acknowledges that Bluebeam may schedule downtime for cloud service updates and maintenance. Bluebeam shall use reasonable efforts to schedule downtime in a manner to avoid inconvenience to Licensee and publish downtime schedules on its website.
    • 10.2. Suspension. Bluebeam has the right to disable, suspend, or discontinue Licensee access to subscribed cloud services (i) immediately if Bluebeam reasonably believes that there has been a material breach in security (in which case Bluebeam shall reactivate the functionality of the cloud when such breach has been remediated); (ii) upon written notice to Licensee in the event Bluebeam becomes aware of a claim of infringement, violation or misappropriation of Bluebeam’s Intellectual Property Rights; or (iii) immediately in the event Licensee breaches the Terms, fails to pay any amounts when due or violates applicable law or regulations.

11. Software and Services End of Life

Bluebeam may, at any time and for any reason, including to address competitive demands, respond to a government regulation, order or law, or to advance innovation in its offerings, terminate in whole or in part a Service or Software or cease to provide by sale or other means. On the designated date for a product End of Life, Bluebeam will no longer provide: (i) Technical Support; (ii) Updates; and/or (iii) maintenance services (“End of Life”). For any Service or Software subject to an End of Life designation, Bluebeam will post relevant dates on its website at least ninety (90) days prior to the End of Life effective date and will use commercially reasonable efforts to assist You in such transition.

12. Single Sign On

Some Single Sign On (“SSO”) services may be available for some Software in supported technologies. SSO allows Licensee’s Authorized Users to log into Services or Software with the same credentials used to log into their usual work network environment and do not require users to maintain separate log-in credentials. With SSO You are responsible for Your users and for ensuring the security of Your log in process.

13. Maintenance Subscription for Revu 20
    • 13.1 Maintenance Subscription. “Maintenance” is an optional, add-on subscription service for Revu 20 and associated optional services that includes (i) unlimited phone and email support during Bluebeam’s standard support hours; (ii) major version Upgrades of Revu 20, if any, at no additional charge (Revu 21 and Upgrades of Revu 21 are not included without conversion to subscription which includes support); and (iii) access to Drawings on a one-for-one basis of Seats with active Maintenance for Drawings Uploaders until March 21, 2023. Upon timely payment of the Maintenance Subscription Fee, Bluebeam agrees to provide Maintenance to Licensee with respect to Revu 20. Maintenance is valid for one (1) year commencing on the Maintenance start date unless otherwise set forth in the applicable Order. Bluebeam will not be required to provide Maintenance services in the event Licensee does not make timely payment of the Maintenance Fee.
    • 13.2. Renewal. The Maintenance subscription may be renewed for additional periods of one (1) year upon payment of the Maintenance Renewal Fee on or before the expiration of the current term. Failure to pay the Maintenance Renewal Fee on or before the expiration of the current term shall cause the Maintenance subscription to terminate.
    • 13.3. Payment Terms. The Maintenance Fee must be paid in advance of the commencement of the Maintenance subscription and each Maintenance Renewal Date or as otherwise set forth in a signed written agreement by and between Bluebeam and Licensee. The Maintenance Fees and Maintenance Renewal Fees are non-transferable.
    • 13.4. Termination; Non-Renewal:
      • 13.4.1. Termination by Licensee. Licensee may terminate the Maintenance subscription at any time upon providing thirty (30) days prior written notice to Bluebeam. Bluebeam will not refund any portion of the Maintenance Fee unless notice of termination is received by Bluebeam within thirty (30) days of the Maintenance Start Date.
      • 13.4.2. Termination by Bluebeam. Bluebeam may terminate the Maintenance subscription at any time and for any reason by providing Licensee with thirty (30) days prior written notice of termination or immediately upon written notice of termination due to a breach of Bluebeam’s Terms including the Acceptable Use Policy by Licensee or any Authorized User. Provided Bluebeam terminates Licensee’s Maintenance subscription, Bluebeam will refund Licensee the pro-rata portion (calculated on a per month basis) of the Maintenance Fee applicable to the terminated portion of the subscription period.
      • 13.4.3. Automatic Termination. The Maintenance subscription will terminate upon Licensee’s failure to pay the Maintenance Renewal Fee on or before the Maintenance Renewal Date.

14. Professional Services
    • 14.1. Appointment Upon payment of the fee specified in the applicable Order or Proposal, Bluebeam agrees to provide and perform the training and consulting services outlined therein (the “Professional Services”). Bluebeam agrees to perform the Professional Services in a professional manner consistent with industry standards and in a manner consistent with the timeline commitments, travel expense estimates and other details as may be set forth in a Proposal and/or the Order provided to You by Bluebeam or as otherwise agreed in writing by the parties. Any Proposal signed by the parties is subject to and integrated into the Terms by this reference. You must use Professional Services within one (1) year of purchase unless otherwise detailed in the applicable Order or Proposal. Any Professional Services not scheduled within the applicable Term will be forfeited. Forfeited Professional Services are non-refundable.
    • 14.2. Invoicing and Payment.
      • 14.2.1. Fees for Professional Services are due in advance no later than twenty-one (21) business days prior to the first day that the Professional Services are scheduled to begin or within thirty (30) days from the Effective Date of the Order, whichever is sooner. Airline tickets will not be purchased, and the Services will not be confirmed until Bluebeam has received payment for the Professional Services. Actuals for travel expenses will be billed in arrears and in accordance with 13.3 below.
      • 14.2.2. Payments shall be submitted via an acceptable payment method to Bluebeam which if mailed, to the address provided by Bluebeam.
    • 14.3. Travel Expenses (If applicable).
      • 14.3.1. If, at the time of booking, the cost for airfare or hotel exceeds agreed limits, Bluebeam will contact You in writing and give You the option of paying the higher travel costs or moving the proposed engagement commencement date.
      • 14.3.2. Airfare – Economy domestic airfare, non-stop travel on a reputable air carrier made at least 14 days in advance of planned travel. International airfare (destinations outside of the United States) will be quoted separately.
      • 14.3.3. Hotel – It is Bluebeam’s policy that our employees stay in a reputable mid-level business hotel. Regardless of brand, we require the hotel to have interior doors to guest rooms for security purposes. For travel lasting more than four (4) consecutive days, Bluebeam reserves the right to book extended stay hotels of a reputable brand.
      • 14.3.4. Rental car – Bluebeam will rent mid/standard-size rental cars from a national rental company. Insurance coverage provided by the rental car company is required and billable to You.
      • 14.3.5. Other (ground transportation, airport parking, incidentals) – Ground transportation, fuel used and incidentals such as tolls and parking will all be invoiced to You per actual expenses.
      • 14.3.6. Per diem – Per diem within the continental United States will be invoiced based on the General Services Administration guidelines [https://www.gsa.gov/]. The Department of Defense sets rates for Alaska, Hawaii, U.S. Territories, and Possessions.
    • 14.4. Rescheduling and Cancellation. Cancellation and/or rescheduling requests must be received in writing by email to [email protected] or such other address as provided by Bluebeam. You are responsible for ensuring that Bluebeam receives the written request. Bluebeam will reply with a written acknowledgement. Rescheduling the Professional Services is permitted with a minimum of twenty-one (21) business days advance notice. Bluebeam cannot guarantee a specific rescheduled date; it is based on availability. You are responsible for any additional travel costs incurred with rescheduling. If Bluebeam is unable to perform the Professional Services on the scheduled date, Bluebeam will notify You as soon as possible, but no later than 3 business days before the scheduled commencement date. You may cancel up to twenty-one (21) business days prior to the scheduled Professional Services date but will be responsible for any travel costs already incurred. Upon cancellation, travel costs already incurred will be invoiced in full. If weather conditions or other events of force majeure require that the Professional Services be rescheduled, You agree to cover the original travel costs as well as the additional travel costs arising out of the rescheduling.
    • 14.5. Exclusivity and Status. Professional Services are non-exclusive, and Bluebeam is free to engage in or perform services directly or indirectly for any other person or entity. No person employed or retained by Bluebeam in connection with Bluebeam’s performance of the Professional Services shall be considered an employee of You.
    • 14.6. Dissemination of Project Reports. If Professional Services include reports, You may publish or have published in its entirety, any written report, record, account, advice or summary produced and signed by Bluebeam, or any of its employees, which shall have been furnished to You by Bluebeam in accordance with the applicable Proposal. If, however, You wish to publish or have published any Bluebeam Report in less than its entire form, You must obtain Bluebeam’s prior written consent. All Bluebeam reports or summaries identified as “draft” and all Bluebeam working notes or other works in progress are deemed to be documents “in less than entire form” and are not subject to publication by You absent Bluebeam’s prior approval.
    • 14.7. Ownership of Deliverables. Except as provided below, upon full and final payment to Bluebeam for Professional Services, the tangible items specified as deliverables or work product in the applicable Proposal (the “Deliverables”) will become Your property for internal business purposes. Commercialization of the Deliverables in any way is prohibited. You also agree that nothing in this contract shall be construed so as to prohibit Bluebeam from using a generic format of a deliverable or other materials developed hereunder for any business purpose.
      • 14.7.1. Bluebeam’s Property. Notwithstanding the above provisions of this paragraph, Bluebeam shall retain ownership of all proprietary concepts, methods, techniques, processes, adaptations, ideas, processes, formulas, software, know-how, trade secrets, training materials, standards of judgment, and any materials provided not specified as a Deliverable owned by Bluebeam prior to an engagement.
    • 14.8. Non-Solicitation. During the performance of Professional Services and for a period of one (1) year from completion of Professional Services, You shall not offer employment or an engagement (whether as an employee, independent contractor or Consultant) to any Bluebeam employee or Consultant who performs any of the Professional Services. The foregoing limitation shall not apply to employment subject to a general advertising campaign not specifically targeted at such employees and consultants.

15. Bluebeam University
    • 15.1. Content. Bluebeam University (“BBU”) is Bluebeam’s self-guided training solution, providing in-depth guidance on product features and typical Revu workflows. All content on the BBU platform, including but not limited to, videos, practice exercises, downloadable content and drawings are Bluebeam’s Intellectual Property and Bluebeam retains all right, title, and interest in the published content.
      • 15.1.1. Content updates. Content on BBU is updated on a regular basis, however, due to production times, the content may not reflect the most recent product/feature updates for a period of time after those are released.
      • 15.1.2. BBU content is offered primarily in American English, but may be available in other languages.
    • 15.2. Access You can gain access to Bluebeam University in two distinct ways:
      • 15.2.1. Access as a subscription user. For users with an annual subscription package to Bluebeam’s Software, You will gain access to BBU along with Your Software access (a separate sign-in and authentication is required, but no additional payment). Your BBU access will terminate when Your Software access terminates. If You renew Your subscription package, your BBU access will also renew.
      • 15.2.2. Access as a perpetual license holder, or any other person that is not a subscription holder. One year of access to legacy (non-subscription bundled) BBU content can be purchased from Bluebeam on a User basis. License is per individual and not for logins used for sharing purposes. The price will be available on bluebeam.com.