GovWin IQ Terms

20231011

These GovWin IQ Terms, as well as the applicable Order Form (which is expressly incorporated by reference), govern the agreement between Customer and Deltek for Deltek’s GovWin IQ subscriptions. By accepting an Order Form for an expansion or addition of existing Products that references these terms, Customer agrees that existing Products of the same type shall become subject to these terms and conditions.

IQ1 Definitions. Capitalized terms have the meaning described below.

IQ1.1 “Affiliate” means any entity that is controlled by Customer, or is under common control with Customer, through more than fifty percent (50%) ownership.

IQ1.2 “Agreement” means the Order Form with these GovWin IQ Terms.

IQ1.3 "Authorized User" means an authorized employee of Customer to whom Customer provides credentials.

IQ1.4 “Confidential Information” means any information which one party (“Discloser”) provides, either directly or indirectly, to the other (“Recipient”) in connection with this Agreement, the terms of this Agreement, or information related to the business of the Discloser that is reasonably understood to be confidential or proprietary information, whether or not marked.

IQ1.5 "Content" means the text, graphics, data, benchmarks, analytics, business metrics, indicators, data analysis tools, and other information and content that Deltek makes available to Customer in the Product.

IQ1.6 “Customer” means the party identified on an Order Form.

IQ1.7 “Dispute” means any dispute or claim arising out of or related to this Agreement.

IQ1.8 “Documentation” means the user instructions, user guides, training guides, manuals, or educational materials for the Product provided by Deltek for Customer’s use.

IQ1.9 “Effective Date” means the date of the last signature of an Order Form.

IQ1.10 “Export Controls” means all export control laws and regulations, such as the U.S. Export Administration Regulations and export control laws and regulations administered or enforced by the European Union, any European Union member country, or the UK Export Control Joint Unit, as well as those administered or enforced by the Australian Government.

IQ1.11 “Marks” means registered or unregistered trademarks, service marks, trade names, logos, service names, or other proprietary markings.

IQ1.12 “Misuse” means any use of the Product in disregard of any Documentation, other written instructions, warning messages, or known or reasonably anticipated adverse consequences.

IQ1.13 “Order Form” means a document executed by Customer and accepted by Deltek to purchase Deltek Products, which will take precedence over any conflicting terms unless otherwise specified in this Agreement.

IQ1.14 “Product” means collectively, any Deltek GovWin IQ subscription offered to Customers.

IQ1.15 “Sanctioned Country” is a country or territory that is the target of comprehensive territorial or sectoral Sanctions, currently including Afghanistan, Belarus, Burundi, Central African Republic, Cuba, Democratic Republic of the Congo, Iran, Libya, Mali, Myanmar (Burma), North Korea, Somalia, Sudan, Syria, Ukraine (Crimea, Donetsk and Luhansk), Russia, Venezuela, Yemen, and Zimbabwe, subject to change. Clarifications may be requested from LegalCompliance@deltek.com.

IQ1.16 “Sanctioned Person” means any person or entity on the U.S. Department of Commerce’s Denied Persons List, the U.S. Department of Treasury’s List of Specially Designated Nationals and Blocked Persons, or with which dealings are restricted under Trade Controls.

IQ1.17 “Sanctions” means any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Asset Control or the U.S. State Department, the United Nations Security Council, the European Union, any European Union member country, His Majesty’s Treasury, or by the Australian Government.

IQ1.18 “Sanctions Target” is a target of any Sanctions, including persons listed on a Sanctions list or located, organized or resident in a Sanctioned Country.

IQ1.19 "Subscription Period" means the period during which Customer may use the Product, as specified in the Order Form.

IQ1.20 "Third Party Data" means any data provided to Deltek under third party terms as part of the Product for Customer’s internal business use only.

IQ1.21 “Trade Controls” means export control and sanction requirements including without limitation the U.S. Export Administration Regulations, economic sanctions administered by the U.S. Department of the Treasury and export control and economic sanction requirements of other jurisdictions as applicable to the parties.

IQ2 Use Rights. Deltek grants to Customer a non-exclusive, non-transferable, non-sublicenseable right to access and use the Products described in the Order Form for the Subscription Period for internal business purposes and subject to the terms of this Agreement.

Customer is responsible for use of the Products by those to whom Customer provides access. Deltek reserves the right to deactivate or suspend Customer's or any Authorized User’s access if use of the Products is found or reasonably suspected, in Deltek's judgment, to violate the use restrictions set forth in this Agreement.

IQ3 Invoicing; Payment; Taxes. (SECTION IQ3 APPLIES ONLY TO TRANSACTIONS BETWEEN DELTEK AND CUSTOMER AND DOES NOT APPLY TO TRANSACTIONS BETWEEN CUSTOMER AND DELTEK PARTNERS.)

IQ3.1 Payments and Payment terms.

Unless otherwise specified on the Order Form, Customer shall make all payments for the Products within fifteen (15) days after the invoice date. Fees for any renewal will be at Deltek's then-current rates and will be due within fifteen (15) days after the invoice date.

For any Product added to a Customer’s existing Deltek Products, fees will be prorated to coincide with Customer’s existing Deltek Products.

All fees and other charges referred to in the Agreement will be paid in the currency specified in the Order Form. If no currency is specified, the currency is US Dollars. All payments made under this Agreement are non-refundable, except as specifically provided in this Agreement.

IQ3.2 Disputed Invoices. Customer will notify Deltek within fifteen (15) days after the date of an invoice if there is a dispute regarding that invoice. Deltek will work in good faith with Customer to promptly correct errors or resolve disputes.

IQ3.3 Taxes.

Customer fees, costs and expenses do not include applicable taxes. Customer shall pay and/or reimburse Deltek for all taxes (other than taxes based on Deltek's income).

Deltek will invoice taxes unless Customer has provided adequate evidence of exemption. Deltek shall not issue credits for taxes billed before Customer provides evidence of a valid exemption. Customer shall be liable to Deltek for any costs, fees, and taxes that Deltek incurs due to any invalid tax exemption claimed by Customer.

Customer shall remit any government-imposed withholding taxes in accordance with applicable law, gross up the applicable payment amounts to ensure that Deltek receives the full amount of fees invoiced, and provide Deltek with applicable evidence of withholding.

IQ3.4 Late Payments.

Late payment interest is one and one-half percent (1½%) per month, eighteen percent (18%) per annum from the date due until paid, whether before or after judgment. Ten (10) days after written notice to Customer, Deltek may suspend performance if Customer fails to make full payment of any undisputed amount owed under this Agreement.

IQ3.5 Vendor Management System and Payments.

Deltek’s use of any Vendor Management System (as defined below) at Customer’s request shall be for administrative purposes only and shall not in any way affect or modify the terms of this Agreement. Customer must notify Deltek and provide reasonable time for Deltek to review any Vendor Management System terms and establish an account prior to invoicing. Customer shall indemnify and hold Deltek harmless from any Claims arising from Deltek’s use or access of the Vendor Management System. For purposes of this section, “Vendor Management System” shall mean any Customer or third party billing, invoice or vendor management service.
Customer may separately arrange with a third party to make payments to Deltek. Customer must notify Deltek and provide reasonable documentation to Deltek of the arrangement requested before Deltek will invoice a third party directly. If a third party fails to make any undisputed payment when due, Customer remains liable and shall promptly pay Deltek all amounts due. Third party payors shall have no right, title or interest in or to the Product, including any right to use, sublicense, assign or otherwise transfer the Product to itself or a third party.

IQ4 Subscription Period; Renewal: Add-Ons and Expansions.

IQ4.1 Initial Subscription Period. Customer’s initial Subscription begins as of the Effective Date. The Subscription Period will expire on the last day of the Subscription Period following the Effective Date, unless otherwise terminated or renewed as set forth below. The Products are non-cancelable during the initial and any renewal Subscription Period and all fees associated with the Products are nonrefundable.

IQ4.2 Renewal. Unless either party has given the other party written notice of non-renewal of the Products at least thirty (30) days prior to the end of a respective Subscription Period or renewal Subscription Period, each Product will renew for an additional period of twelve (12) months at then-current Subscription Fees. However, the parties may agree in writing to renew a Product for longer periods and/or at other mutually agreed upon rates. Renewal Subscription Periods shall begin the day following the last day of the previous Subscription Period.

IQ4.3 Add-Ons and Expansions. Customer may add new or expand existing Products, which will be made coterminous with the anniversary date of the then-current Subscription Period and the fees will be prorated.

IQ5 Confidentiality.

IQ5.1 Recipient agrees to protect and hold all Confidential Information in confidence and in the same manner as Recipient protects the confidentiality of its own proprietary and confidential materials of similar kind, but in no event with less than a reasonable standard of care. Recipient will only use Confidential Information for the purposes of this Agreement, related internal administrative purposes and business discussion between the parties related to any Deltek products. Recipient may only disclose Confidential Information to its affiliates, employees, contractors, and business partners on a "need to know" basis, provided that they are bound by written confidentiality obligations no less stringent than those in this Agreement.

These confidentiality restrictions and obligations will remain in effect until the information ceases to be Confidential Information. If Customer participates in a Deltek-sponsored group event, this Confidentiality section shall apply to Confidential Information disclosed by any group participant, and Deltek may provide a copy of this Confidentiality section to any Discloser to enforce its provisions.

IQ5.2 Upon the request of Discloser, the Recipient shall promptly return all copies of the Confidential Information, and any documents derived from the Confidential Information, or at the Discloser's option, shall certify in writing that all copies of the Confidential Information and derivative documents have been destroyed. This obligation to return or destroy materials or copies thereof does not extend to automatically generated computer back-up or archival copies generated in the ordinary course of Recipient's information systems procedures, provided that Recipient shall make no further use of Confidential Information contained in those copies.

IQ5.3 The Confidentiality obligations described above do not apply to information that:

is already known to Recipient at the time of disclosure,
is or becomes publicly known through no wrongful act or failure of the Recipient,
is independently developed by Recipient without benefit of Discloser's Confidential Information, or
is received from a third party which is not under and does not thereby breach an obligation of confidentiality.

IQ6 Compliance with Law.

IQ6.1 Each party will be responsible for its own compliance with applicable law, as well as all legal requirements related to (a) use of the Products, (b) Export Controls and Sanctions (see IQ6.3 and relevant Definitions), and (c) disclosure of data. Customer warrants to Deltek that it will collect, use, transfer and otherwise Process any Personal Data collected by or through the Products or that Customer discloses to Deltek under this Agreement in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

IQ6.2 For purposes of Processing Personal Data subject to additional legal requirements, including, but not limited to Privacy Laws as defined in the Privacy Terms, Deltek and Customer agree that such Processing will be in accordance with the Deltek General Privacy Terms ("Privacy Terms") located at https://www.deltek.com/DeltekGPT. In the event of conflict between this Agreement and the Privacy Terms, the Privacy Terms shall prevail with respect to the parties' relative obligations under applicable Privacy Laws pertaining to the collection, Processing, and transferring of Personal Data. The capitalized terms in this Section have the meaning described in the Privacy Terms.

IQ6.3 Customer warrants that (a) it is not a Sanctions Target; and (b) it is not designated on the Entity List administered by the U.S. Department of Commerce’s Bureau of Industry and Security and is not a target of any similar Export Control restrictions. As a global company based in the United States, Deltek must comply with Export Controls and Sanctions applicable to its operations. Customer agrees that it will comply with all applicable Export Controls and Sanctions when using the Products; will not cause Deltek to violate Export Controls or Sanctions; will not allow use of the Products by any Sanctions Target; and will not otherwise use the Products to engage in or facilitate transactions with any Sanctions Target. Deltek reserves the right to refuse, suspend or cancel transactions, Product use or maintenance renewals for Export Controls and Sanctions compliance reasons.

IQ6.4 Export Regulations. Customer acknowledges that Trade Controls may restrict use, disposition, export, reexport, transfer or other action taken with respect to the Products and any other goods, services, and technical information provided in connection with this Agreement. Customer warrants and represents that it, its Affiliates, and anyone who uses the Products on behalf of the Customer, (1) are not a Sanctioned Person and (2) none of Customer, its Affiliates, and anyone who uses the Products on behalf of the Customer shall provide any items under this Agreement to a Sanctioned Person.

IQ7 Limitation of Liability.

IQ7.1 EXCEPT FOR CUSTOMER'S VIOLATION OF THE USE RESTRICTIONS TERMS, OR INFRINGEMENT OF DELTEK'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR DELTEK'S LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, BUSINESS INTERRUPTIONS, LOSS OF REVENUE OR PROFITS, LOST MANAGEMENT TIME, SAVINGS, DATA OR GOODWILL, OR ANY PENALTIES, FINES OR EXPENSES.

IQ7.2 EXCEPT FOR DELTEK'S OBLIGATIONS REGARDING INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, DELTEK'S AND ITS LICENSORS' TOTAL LIABILITY ON ANY CLAIM FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO DELTEK IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY WITH RESPECT TO THE PRODUCTS, RESPECTIVELY, GIVING RISE TO THE LIABILITY.

IQ7.3 THE LIMITATIONS OF LIABILITY APPLY TO DAMAGES ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING WITHOUT LIMITATION CONTRACT, WARRANTY, STRICT LIABILITY, TORT, OR NEGLIGENCE, EVEN IF SUCH LOSS OR DAMAGE WAS FORESEEABLE OR CONTEMPLATED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO EVALUATION SERVICES PROVIDED TO CUSTOMER, DELTEK'S AND ITS LICENSORS’ TOTAL LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EVALUATION SERVICES DURING THE EVALUATION PERIOD SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).

IQ7.4 EXCEPT FOR DELTEK'S LICENSORS, WHO ARE THIRD PARTY BENEFICIARIES ONLY WITH RESPECT TO THEIR PORTION(S) OF THE PRODUCT, ANY PERSON WHO IS NOT A PARTY TO THIS AGREEMENT SHALL HAVE NO RIGHT TO ENFORCE ANY TERM OF THIS AGREEMENT.

IQ7.5 NOTHING IN THIS LIMITATION OF LIABILITY SECTION OR OTHERWISE IN THE AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (1) FRAUD, (2) DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY'S NEGLIGENCE, OR (3) ANY LIABILITY TO THE EXTENT THAT IT MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

IQ8 Governing Law & Dispute Resolution.

IQ8.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, U.S.A., without regard to any conflicts of laws provisions. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

IQ8.2 Dispute Resolution.

Informal Dispute Resolution. In the event of any Dispute arising from or relating to this Agreement or the breach thereof, the parties shall endeavor to settle the Dispute. To this effect, the management-level representatives from each party shall consult and negotiate with each other in good faith and attempt to reach a just and equitable solution satisfactory to both parties. If a Dispute is not resolved within sixty (60) days, then upon notice by either party to the other, the Dispute shall be settled by final and binding arbitration in accordance with the American Arbitration Association ("AAA") Commercial Arbitration Rules, as described below. A single arbitrator appointed as provided in the AAA Commercial Arbitration Rules will be an attorney experienced in computer software, licensing, and information technology disputes. The arbitrator will have exclusive authority to resolve any and all disputes relating to procedural and substantive questions concerning the arbitration, including choice of venue and choice of law issues, and the formation, interpretation, applicability, scope, and enforceability of this Agreement to arbitrate. The arbitration proceeding shall be conducted in the English language and shall occur in the Washington, DC metropolitan area, or, with the consent of the arbitrator and the parties, another mutually agreeable metropolitan area. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrator may be entered by any court of competent jurisdiction.
Arbitration. The arbitrator shall award appropriate fees and costs to the prevailing party. If it becomes necessary for either party to compel arbitration or to enforce an arbitration award, that party may bring an action in any court of competent jurisdiction and the prevailing party shall recover from the other party its costs and expenses, including court costs and reasonable attorneys' fees (including allocable costs of in-house counsel). The arbitration and all related proceedings and discovery will take place pursuant to a protective order entered by the arbitrator that protects the confidential nature of the parties' proprietary and confidential information. No arbitration award may provide a remedy beyond those permitted under this Agreement, and any award providing a remedy not permitted under this Agreement will not be valid and will be vacated. No Dispute may be brought as a class action, and neither party may act as a class representative or participate as a member of a class of claimants with respect to any Dispute. BOTH PARTIES HEREBY WAIVE ALL RIGHT OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS AGREEMENT.
Litigation Rights. Either party may, without waiving any remedy under this Agreement, seek temporary or permanent injunctive relief including without limitation equitable relief from any court of competent jurisdiction to protect its Confidential Information, license rights and intellectual property rights, regardless of the arbitration requirements. Deltek reserves the right to pursue collections activity or legal action in a court of competent jurisdiction to compel payment due hereunder and, in such a case, Deltek shall be entitled to recover its costs and reasonable attorneys' fees, regardless of the arbitration requirements.

IQ9 Ownership.

IQ9.1 Products and Documentation.

Deltek, its licensors and any applicable third parties retain ownership, title and all rights and interest, including, without limitation, to any intellectual property rights, Products, Documentation, and Third Party Data whether or not those rights are registered. Any copy, modification, revision, correction, update, enhancement, adaptation, translation, or derivative work of or created from the Products, Documentation or Third Party Data ("Derivative") shall be owned solely and exclusively by Deltek or its licensors or third parties, as applicable. For the avoidance of doubt, a Derivative does not include the publicly available information provided through the Product. To the extent permitted by applicable law, Customer assigns title, ownership, and all rights to Deltek in any Derivative. To the extent an assignment is not effective under applicable law, Customer grants Deltek an exclusive, perpetual, fully-paid, transferable, irrevocable license to use, reproduce, distribute, and commercialize the Derivative to the fullest extent permissible and effective under applicable law.
Customer may not modify the Documentation except to the extent necessary to reflect more closely Customer's operations, provided, however, that Deltek shall retain all rights in any modified Documentation, and each party shall retain its confidentiality obligations with respect to any Confidential Information in the modified Documentation.
Deltek may remove Content from the Products that infringes third party copyrights or other intellectual property rights and suspend the user ID of any user who uses the Products in violation of copyright law or other laws governing intellectual property rights, and where appropriate, blocking such user’s access to the Products.

IQ9.2 Marks. Customer agrees not to remove or replace any Mark from the screens on which the Products are viewed or accessed or any associated materials without Deltek's express written consent, and to reproduce all Deltek Marks on any copy or portion of any associated materials.

IQ9.3 Copyright Notice. The Products and Documentation are protected, with all rights reserved, under applicable copyright laws. Rights to use, modify, reproduce, release, perform, display or disclose the Products are as set forth in, and are subject to this Agreement.

IQ10 GovWin IQ Warranty.

IQ10.1 Warranty. The Products are available strictly on an "as is," "as available" basis, and Customer's use of such Products is at Customer's sole risk. Certain information provided to Customer through such Products is obtained from third party or publicly available sources, the accuracy of which Deltek does not verify, and Customer acknowledges that such information may contain inaccuracies or errors. Deltek will not be required to maintain compatibility between the Deltek Products and any other software.

IQ10.2 Disclaimer. EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, NEITHER DELTEK NOR ITS LICENSORS MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, TERMS, CONDITIONS, OR REPRESENTATIONS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. DELTEK DOES NOT WARRANT OR REPRESENT THAT THE PRODUCTS WILL BE TIMELY, COMPLETE, RELIABLE, ADEQUATE, ACCURATE, USEFUL, SECURE OR ERROR-FREE. ALL MOBILE APPLICATIONS DOWNLOADS ARE PROVIDED AS-IS WITH NO WARRANTY AND DELTEK ACCEPTS NO LIABILITY FOR ANY DAMAGES DIRECTLY OR INDIRECTLY CAUSED BY SUCH APPLICATIONS OR DOWNLOADS.

IQ11 Indemnities.

IQ11.1 Deltek Indemnification for Infringement.

Deltek will defend Customer with counsel of Deltek’s choosing against any action based on a third party claim (“Claim”) alleging that the Product or Documentation infringes or misappropriates a patent, copyright, trade secret, or other intellectual property right in the applicable jurisdiction of any third party.
Deltek will indemnify Customer for damages finally awarded against Customer, arising from any such Claim; provided, however, that
(i) Customer gives Deltek prompt written notice of such Claim,
(ii) Customer fully cooperates with Deltek in the defense and settlement thereof,
(iii) Deltek is given full control of the defense of such Claim and any settlement or compromise thereof, and
(iv) Customer complies with Deltek's direction to cease using any Product that in Deltek's reasonable judgment may be ruled to cause an infringement of a third party's intellectual property rights.
Customer may retain counsel at its own expense subject to IQ11.1(B) but such expense shall not be included in Deltek’s indemnity obligation. Deltek will not agree to any settlement of any claim that requires payment by Customer to a third party, without Customer’s consent.
If Customer's use of the Product or Documentation is impacted as a result of an infringement or misappropriation Claim or if Deltek believes such a Claim is likely, then Deltek may, at its option and expense, either (i) procure for Customer the right to continue using the Product or Documentation, or (ii) replace or modify the Product or Documentation so that it no longer infringes or misappropriates a patent, copyright, or trade secret. If Deltek deems (i) or (ii) not feasible, Deltek will terminate all Products rendered unusable and return the unused portion of the fees paid by Customer for the Product or Documentation.
Deltek shall have no liability to Customer if the Claim is based upon or arises out of
(i) use of any third party products,
(ii) modification of the Product or Documentation by Deltek based on Customer's specifications,
(iii) modification of the Product or Documentation by Customer or any third party,
(iv) Customer's violation of the terms of this Agreement, or
(v) third party content.
THIS SECTION STATES CUSTOMER'S SOLE REMEDY AND DELTEK'S SOLE LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

IQ11.2 Customer Indemnification. If Deltek notifies Customer promptly in writing of a Claim and gives Customer full control of and assistance for the defense of such Claim, Customer will indemnify, defend and hold harmless Deltek against any damages finally awarded resulting from a Claim (including a Claim by an Authorized User) that:

Customer's grant of access to or misuse of the Product harms any person, violates any law, or violates that third party's intellectual property rights, privacy, or other rights, or
Customer has breached any Third Party Data.

IQ12 Termination.

IQ12.1 Termination for Breach. Either party may terminate this Agreement as a result of a material breach by the other party, if (a) the non-breaching party provides written notice to the other party of the breach, and (b) such breach, if remediable, is not cured within fifteen (15) days of receipt of notice. However, Deltek may terminate this Agreement immediately upon written notification to Customer in the case of Customer’s breach of Deltek’s intellectual property rights or restrictions on Customer’s use of Products.

IQ12.2 Upon termination for any reason, all Products granted under this Agreement shall immediately terminate. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected. Termination shall not release Customer from any obligation to pay for the full term of the Agreement.

IQ13 Authorized Users. The number of Authorized Users cannot be reduced during any Subscription Period.

IQ13.1 Deltek will supply Customer with credentials for Authorized Users. Each Authorized User's credentials is personal to such Authorized User and shall not be supplied to any other party to access or use the Products.

IQ13.2 Customer will not disclose the Content to any person or entity, including parent, affiliate, or subsidiary entities, other than an Authorized User. Notwithstanding the foregoing, Authorized Users may share Content through the share feature available in the Product provided, Content may not be shared with a competitor of Deltek. Customer is solely responsible for maintaining the confidentiality of its credentials and any access to and use of the Products that occurs through the use of such credentials. Customer will notify Deltek when Customer no longer employs an Authorized User or if an Authorized User should otherwise be denied access to the Products.

IQ14 Customer Responsibilities. Customer is responsible for acquiring and maintaining adequate access to the internet in order to access and use the Products. Deltek shall not be liable for any failure of or interruption to such access and use resulting from failure or impairment of any network, software, web browser or equipment not under the control of Deltek. Customer shall be solely responsible for obtaining and maintaining all hardware and software necessary to download any Content. Deltek shall, in its sole discretion, determine the format in which Content will be made available to Customer.

IQ14.1 Use Restrictions. Customer agrees not to:

sell, lease, sublicense, assign or otherwise transfer its rights to access and use the Products,
copy, modify, publish, sell, export, distribute, transfer or perform, or prepare derivative works of, reverse engineer, decompile or otherwise attempt to extract the source code or source data from the Products except and only to the extent permitted or required by law,
disclose or display the Content, falsify or misrepresent any personal or business information regarding an individual’s identity or intentions, or grant access to any part of the Products to any person or entity who is not an Authorized User, including, without limitation, any consultant or customer of Customer, other than with written permission from Deltek,
access or collect any information from the Products through the use of "web bots," "scraping," "crawling," "spidering," or any other method not explicitly approved in writing by Deltek,
provide, post, or transmit any data that infringes or violates any intellectual property rights or publicity/privacy rights, or that contains any viruses or programming routines that may damage, interrupt or appropriate the Products,
use or make the Products available on a service bureau or time sharing basis,
use the Products, Content, or Documentation to create any service offering, computer software program, training materials or user documentation that is similar to the Products or Documentation,
use or facilitate use of the Products in any way that is harassing, harmful, obscene, threatening, libelous, or otherwise tortious, or for illegal, abusive or unethical activities (including violations of law or privacy, hacking or computer viruses), or
permit any Authorized User or other third party to do any of the foregoing.

IQ14.2 However, An Authorized User may disclose the Contents of the Products to other employees of Customer, provided that such Authorized User:

reproduces all proprietary notices relating to the Product,
identifies Deltek or its licensors as the owner of the Products and all intellectual property rights therein, and
advises such other employees that use of the Products is subject to the terms and conditions of this Agreement.

IQ14.3 Additional Restrictions. Customer agrees to abide by any additional restrictions imposed by government agencies on the use of Content supplied by the government as part of this Agreement. Deltek reserves the right to change or modify the contents of the Products in its sole discretion.

IQ15 Third Party Data.

IQ15.1 GovWin IQ contains Third Party Data that is provided without any representations or warranties as to the accuracy, completeness, timeliness, merchantability or fitness for the purpose.

IQ15.2 Customer agrees not to use the Third Party Data in any way that is fraudulent, false, misleading, or deceptive; or for establishing eligibility for credit or insurance to be used primarily for personal, family, household or employment purposes.

IQ16 Miscellaneous.

IQ16.1 Excusable Delays. In no event shall either party be liable to the other for any delay or failure to perform hereunder due to causes beyond the reasonable control of that party. Failure to make payment under this Agreement shall not be considered an excusable delay.

IQ16.2 Publicity. Neither party will issue any press release, advertising, nor other public materials that use the Marks or refer to the other party or Deltek’s licensors, the existence of this Agreement, the Products provided without the other party's prior written consent. However, Deltek may identify Customer on its client list and may use a mutually-agreed general description of the nature of the relationship in promotional materials, presentations, and proposals to current and prospective clients. Notwithstanding anything to the contrary herein, either party may identify the other party or disclose the existence of this Agreement to its attorneys, auditors and in connection with regulatory filings.

IQ16.3 Feedback. Customer's comments, suggestions, or other feedback are provided voluntarily, and Deltek may use any feedback as it sees fit.

IQ16.4 Deltek Use of Products. Deltek may access and use the Products at Customer's request or to provide support. Deltek users do not count towards Customer's number of Authorized Users.

IQ16.5 Use of Statistical Data. Customer acknowledges and agrees that Deltek shall have the right to utilize data capture, syndication and analysis tools and other similar tools to extract, compile, synthesize and analyze any non-personally and non-Customer identifiable data or information resulting from Customer’s use of the Products ("Statistical Data"). Statistical Data may be collected by Deltek for any lawful business purpose without a duty of accounting to Customer, provided that the Statistical Data is used only in an aggregated form without specifically identifying the source of the Statistical Data.

IQ16.6 Binding Effect. This Agreement shall be binding upon the parties and their respective legal successors and permitted assigns.

IQ16.7 Assignment and Transfer. Except as otherwise stated, Customer may not in whole or part, assign, transfer, novate, subcontract or sublicense this Agreement or any right or obligation under it except with Deltek’s prior written consent, and any assignment made in violation of this provision shall be invalid. Transfer or assignment requests are at Deltek’s discretion.

However, Customer may assign all Products acquired under this Agreement, without Deltek's written consent, to any successor in interest by way of merger or the acquisition of substantially all of Customer’s assets; provided that
(1) assignor's account with Deltek is current at the time of assignment,
(2) assignee is not a direct competitor of Deltek, and
(3) assignee will be bound by Deltek’s standard then-current terms and conditions of this Agreement applicable to the Product transferred.

IQ16.8 Reserved

IQ16.9 Entire Agreement. This Agreement is the entire agreement between Customer and Deltek relating to the specific Products described in an Order Form, and supersedes all prior or contemporaneous oral or written communications, proposals and representations relating to such. Notwithstanding the foregoing, this Agreement does not affect any prior or separate agreement between the parties for any other Products. Any purchase order, terms, Vendor Management Service terms or other document issued by the Customer will be for administrative purposes only and any such terms will not alter or supplement this Agreement. Except as explicitly set forth herein, this Agreement will not be modified by any other act, usage, custom, or course of dealing and any document seeking to modify this Agreement must be agreed to by both parties. In no event is Deltek’s agreement to use a Vendor Management System at Customer’s request an agreement to modify the terms and conditions of this Agreement. This Agreement does not terminate or change the Customer's rights or obligations of any prior Deltek agreement for Deltek Products of another type that have not been ordered under this Agreement.

IQ16.10 Severability. If any provision of this Agreement is illegal or unenforceable in any jurisdiction, that provision shall remain effective with respect to any jurisdiction in which it is legal and enforceable, and the remainder of this Agreement will remain valid and enforceable anywhere.

IQ16.11 Notices. Notices will be deemed effectively given:
(a) when received, if delivered by hand, with signed confirmation of receipt;
(b) when received, if sent by a nationally recognized overnight courier, signature required;
(c) when by e-mail, with confirmation of receipt, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and
(d) on the fifth (5th) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

Notices to Deltek must be sent to Deltek, Inc., 2291 Wood Oak Drive, Herndon, VA 20171, Attention: General Counsel, or by email to contractsgroup@deltek.com and to Customer via email to the primary contact with Deltek.

All communications and notices pursuant to this Agreement must be in the English language.

IQ16.12 Deltek Amendments to Agreement. Deltek may amend these GovWin IQ Terms from time to time and such amendments will be effective as follows: i) on the date of posting by Deltek when amendments are required by applicable laws or additions or modifications to the Products that Deltek makes available to all Customers; and ii) on the date of Customer’s next contract event for amendments that do not fall under i) above. For clarification purposes, a contract event includes, but is not limited to, new Product/expansion Order Forms or renewal of the foregoing Products.

IQ16.13 Waiver. A failure or delay of either party to this Agreement to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any provision of this Agreement. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

IQ16.14 Survival. Terms regarding payment, termination, ownership, intellectual property rights, warranties, limitations of liability, governing law, dispute resolution, confidentiality, severability, and waivers will survive the expiration or termination of this Agreement.

IQ16.15 E-mail Communications. Each party shall comply with the U.S. CAN-SPAM Act of 2003, 15 U.S.C. §§ 7701-7713 (“CAN-SPAM Act”) and similar legislation when applicable. Customer consents to receiving email messages from Deltek that may constitute “commercial e-mails” under the CAN-SPAM Act. Customer may at any time “opt out” of receiving future emails from Deltek.

IQ16.16 Independent Contractor. Each party is at all times acting as an independent contractor under this Agreement and not as an agent, employee, joint venturer or partner of the other.

IQ17 Security. Customer is solely responsible for verifying that its Authorized Users are properly authorized to access the Product in accordance with applicable law, regulatory requirements, and obligations under this Agreement. Deltek assumes no responsibility to verify nor will it contest Customer's representation that its Authorized Users are properly authorized to access the Product; therefore, Deltek assumes no responsibility for access granted improperly by Customer to unauthorized parties. Each party will use reasonable efforts to take prompt remedial measures to rectify such unauthorized access to the extent within its control.

Each party, upon the discovery of a credible security threat from a malicious actor that could threaten the security and integrity of the other party’s network, may immediately disconnect any remote connections to the other party’s network until such time as the threat has been eradicated and recovery and restoration is at an acceptable level as determined by mutual agreement of the parties. Upon disconnection, the party will provide notice to the other party without undue delay. During the term of any disconnection, the parties shall maintain ongoing communications regarding the provisioning of the Products.

IQ18 Product-Specific Terms.

For Customers who have purchased Opportunity Manager or Partner Management, Deltek’s General Terms and SaaS Terms govern the use of these Products and are available at https://www.deltek.com/en/deltek-contracts.