Last revised: December 18th, 2023

PROJECTMANAGER.COM, INC. TERMS OF SERVICE

These Terms of Service (this “Agreement”) contain the terms under which ProjectManager agrees to grant Customer access to and use of ProjectManager’s online project management platform. By indicating Customer’s acceptance of this Agreement, executing a Sales Order that references this Agreement, or using ProjectManager’s services or software, Customer agrees to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, such as the company you work for, then you represent to ProjectManager that you have the legal authority to bind the Customer to this Agreement. If you do not have that authority or if Customer does not agree with the terms of this Agreement, then you may not indicate acceptance of this Agreement, and neither you nor Customer may use or access any of ProjectManager’s service offerings or other services. The “Effective Date” of this Agreement is the date on which you first indicate your assent to the terms of this Agreement.

Background
ProjectManager provides an online project management solution, by providing its customers with access to ProjectManager’s on-line project management platform. Customer wishes to acquire a subscription-based license to access and use the project management platform, all as specified in one or more “Sales Orders” under and subject to this Agreement. Therefore, for good and valuable consideration, the receipt and sufficiency of which they each acknowledge, ProjectManager and Customer agree to be bound by this Agreement.

 

Terms and Conditions

1. Definitions and Construction

1.1. Definitions. For the purposes of this Agreement, the following initially capitalized words have the following meanings:

“Acceptable Use Policy” means the ProjectManager policy described in Section 12.

“Affiliate” means any person, partnership, joint venture, corporation or other form of venture or enterprise, domestic or foreign, including subsidiaries, which directly or indirectly Control, are Controlled by, or are under common Control with a party. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made, through the ownership of more than fifty percent (50%) of its voting or equity securities, contract, voting trust or otherwise.

“Annual Plan” means a subscription plan for the Subscription Services in which Customer makes a prepaid annual commitment to purchase a minimum amount of Subscription Services.

“Channel Partner” means an entity that ProjectManager has authorized as a “reseller” of ProjectManager’s Subscription Services.

“Channel Partner Sale Agreement” means the order, agreement or other document between Customer and a Channel Partner for Customer’s purchase of Subscription Services. Terms that apply to Customer’s use of the Subscription Services when purchased from a Channel Partner are specified in Section 13.

“Confidential Information” has the meaning ascribed to it in Section 6.1.

“Customer” means the entity identified as such in the applicable Sales Order.

“Customer Data” means any data that Customer or its Users input into the ProjectManager Platform for Processing by ProjectManager (or its sub-processors) to perform the Subscription Services, including any Personal Data forming part of such data.

“Documentation” means the software user and administrator manuals accessed through the ProjectManager Platform regarding the configuration, setup and use of the ProjectManager Platform.

“Entitlements” means the license metrics and other scope limitations applicable to Customer’s license rights to access and use the Subscription Services, as specified in the applicable Sales Order (for Annual Plans) and as viewable in the “Account” feature of the ProjectManager Platform (for Monthly Plans).

“Infrastructure Provider” means an infrastructure-as-a-service provider that ProjectManager uses to make the ProjectManager Platform available, including, for example, Amazon Web Services.

“Intellectual Property Rights” means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trade marks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world.

“Monthly Plan” means a subscription plan to the Subscription Services in which Customer makes a prepaid monthly commitment to purchase a minimum amount of Subscription Services.

“Personal Data” means any information deemed “personal data” or “personal information” (or analogous variations of such terms) under applicable privacy laws or data protection laws and regulations, including any information relating to an identified or identifiable natural person.

“Pricing Page” means the website pages published at or under https://projectmanager.com/pricing.

“Process” or “Processing” means any operation or set of operations which is performed on Customer Data or on sets of Customer Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“ProjectManager Platform” means the computer software platform, including its project management tools, application programming interfaces (APIs), and connectors, provided by ProjectManager as its online project management software as a service offering, together with the programs, networks and equipment that ProjectManager uses to make the platform available to its customers.

“Renewal Term” has the meaning ascribed to it in Section 8.

“Sales Order” means (a) the online checkout form submitted by Customer and processed by ProjectManager, (b) the sign-up page on which Customer assents to this Agreement, or (c) if none of the foregoing apply, a written sales order executed by Customer and ProjectManager (or, in the case of a sale of Subscription Services under a Channel Partner Agreement, executed on behalf of ProjectManager and the Channel Partner). Each Sales Order becomes effective when ProjectManager enters the completed form into its system or, in the case of a written Sales Order, when executed by both Customer and ProjectManager. Each Sales Order is made a part of this Agreement as described in Section 1.2.

“Subscription Services” means the ProjectManager Platform service offerings to which Customer subscribes, together with the applicable Support Program.

“Subscription Start Date” means:

(A) in the case of an online checkout or sign-up Sales Order, the date on which ProjectManager enters the completed form into its system, or

(B) in the case of a written Sales Order executed by both Customer and ProjectManager, the “Subscription Start Date” specified in the Sales Order.

(C) For Renewal Terms, the Subscription Start Date will be the day immediately following the date on which the preceding term expired, unless otherwise specified in the Sales Order.

“Subscription Term” has the meaning ascribed to it in Section 8.

“Supplemental Materials” means any beta release or other early access software or services, or any sample code identified by ProjectManager that Customer chooses to use.

“Support Program” means the support program described on the Pricing Page, as applicable to the pricing plan for which Customer has subscribed.

“Tenant” means a logical isolation unit, or dedicated share of a particular ProjectManager Platform instance.

“User” means any individual who is an employee or independent contractor of Customer, its Affiliates, or its or their service providers (but only to the extent the service provider is providing its services to Customer), and who is authorized by Customer to use the ProjectManager Platform.

The following words will be interpreted as designated: (i) “or” connotes any combination of all or any of the items listed; (ii) where “including” is used to refer to an example or begins a list of items, such example or items will not be exclusive; (iii) “specified” requires that an express statement is contained in the relevant document; (iv) “will” is, unless the context requires otherwise, an expression of command, not merely an expression of future intent or expectation; and (v) “may” is, unless the context requires otherwise, an expression of permission, but not an obligation.

1.2. Construction. This Agreement applies to the provision of all Subscription Services. The parties will enter into one or more Sales Orders that contain additional terms and conditions applicable to the provision of certain Subscription Services. Upon execution by the parties, each Sales Order will be incorporated into this Agreement.

 

2. Provision and Use of Subscription Services; Operational Issues

 

2.1. Provision of Subscription Services. During the Subscription Term, Customer may access and use the ProjectManager Platform in accordance with this Agreement. ProjectManager will make the ProjectManager Platform available to Customer and, if applicable to Customer’s subscription, provide the Support Program.

2.2. Customer’s Account. Customer will designate one or more of its employees to be the point of contact with ProjectManager for the management and support of the Subscription Services, and who will be responsible for establishing and managing Customer’s use of the Subscription Services (“Account”), including the administration of the means of authentication to access and use Customer’s Account. Customer is solely responsible for maintaining the status of its User base. Customer is responsible for safeguarding all User authentication credentials when in its or its Users’ possession or under its or their control. Customer is responsible for all activities that occur under the Account to the extent within its or its Users’ reasonable control.

2.3. Customer’s General Responsibilities. Customer and its Users are solely responsible for obtaining and maintaining their Internet access to the Subscription Services. Customer is solely responsible for the accuracy, quality and integrity of the Customer Data at the time Customer or its Users input it into the ProjectManager Platform, and for any modifications to Customer Data made by Customer or its Users. Customer must comply, and is responsible for ensuring that its Users comply with the Acceptable Use Policy referenced in Section 12 below.

 

3. License Grants and Proprietary Rights

3.1. License by ProjectManager. Subject to the terms and conditions of this Agreement, ProjectManager hereby grants to Customer a non-exclusive, non-transferable, royalty-free, worldwide license, without right to sub-license, for the Subscription Term, to (a) access and use, and to permit its Users to access and use, the ProjectManager Platform, in accordance with the Documentation, subject to the Entitlements, and (b) reproduce, modify, and distribute and display the Documentation, in each case solely for Customer’s operations in its ordinary course of business. ProjectManager reserves all other rights not expressly granted in this Agreement.

3.2. License by Customer. Customer hereby grants to ProjectManager a non-exclusive, royalty-free license, without right to sub-license (except to its sub-processors, as required for the provision of the Subscription Services), to use the Customer Data, solely as necessary to perform the Subscription Services and as otherwise may be agreed in writing by Customer. Customer reserves all other rights not expressly granted in this Agreement.

3.3. Ownership of Intellectual Property Rights.

3.3.1. Ownership and Use of Customer Data. Customer retains all of its rights, title and interest and Intellectual Property Rights in and to the Customer Data and Customer Confidential Information. No ownership interest in the Customer Data or Customer Confidential Information is transferred or conveyed to ProjectManager by virtue of this Agreement. ProjectManager will use Customer Data and Customer Confidential Information only for purposes of providing the Subscription Services, unless otherwise authorized in writing by Customer.

3.3.2. ProjectManager’s Intellectual Property and Ownership Rights. As between Customer and ProjectManager, ProjectManager and ProjectManager’s licensors retain and own all right, title and interest and all Intellectual Property Rights in and to the Subscription Services, ProjectManager’s Confidential Information, and all enhancements or improvements to, or derivative works of any of the foregoing created or developed by or on behalf of ProjectManager (collectively, “ProjectManager Intellectual Property”). Nothing in this Agreement transfers or conveys to Customer any ownership interest in or to the ProjectManager Intellectual Property.

3.4. Suggestions. If Customer provides ProjectManager with any suggested improvements or enhancements to the Subscription Services (“Suggestions”), then Customer also grants ProjectManager a non-exclusive, perpetual, irrevocable, paid-up, royalty-free, worldwide, transferable license, with right to sublicense, to make, have made, sell, offer for sale, use, import, reproduce, distribute, display, perform, and make derivative works of the Suggestions.

3.5. Restrictions. Customer will not: (i) except to the extent, if any, permitted by applicable law or required by ProjectManager’s licensors, reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code from any of the ProjectManager Platform; (ii) reproduce, modify, or prepare derivative works of the ProjectManager Platform; or (iii) share, rent or lease the Subscription Services, or use the Subscription Services to operate any timesharing, service bureau or similar business or to license the ProjectManager Platform as a standalone offering.

 

4. Compensation

4.1. Subscription Services Plans and Fees.

4.1.1. Paid Plans. Customer’s subscription plan for the Subscription Services is specified in the applicable Sales Order or, for Monthly Plans on and following the Subscription Start Date, within the “Account” feature of the ProjectManager Platform. Customer is not entitled to any refund of fees paid or relief from fees due if (a) Customer reduces its subscription plan commitment during a Subscription Term (the reduction will become effective on commencement of the next Renewal Term), or (b) the volume of Subscription Services Customer actually uses is less than the volume Customer ordered. Customer may not carry over any of the unused volume to Customer’s next Renewal Term. Customer may view their current subscription plan status at any time using the “Account” feature of the ProjectManager Platform.

4.1.2. Free Trials. If Customer signs up for a free trial of a Self Service Plan, ProjectManager will not charge Customer Subscription Services fees during the free trial period. However, if Customer purchase a subscription to a Monthly Plan or Annual Plan during the free trial period, the free trial will immediately end (regardless of whether there are days remaining in the free trial period), a Subscription Term will begin, and ProjectManager will charge the applicable Subscription Services fee for the first Initial Term and for subsequent Renewal Terms. If Customer has not purchased a subscription at the end of a free trial, then ProjectManager may immediately reduce, suspend or terminate Customer’s access to the ProjectManager Platform. Unless otherwise expressly agreed in writing by ProjectManager, Customer will not be given more than one free trial period.

4.2. Payment of Subscription Services Fees.

4.2.1. Monthly Plans. Customer will pay ProjectManager the fees for Monthly Plan Subscription Services monthly in advance, as specified in the applicable Sales Order, via credit card. Unless Customer and ProjectManager have agreed in writing on a custom pricing plan, ProjectManager will not invoice for Subscription Services.

4.2.2. Annual Plans. Customer will pay ProjectManager the fees for Annual Plan Subscription Services as specified in the applicable Sales Order (using one of the methods ProjectManager. supports, including credit card, check or an electronic payment method). ProjectManager invoices in advance for use of the Subscription Services. Unless specified otherwise in the applicable Sales Order, Customer will make all payments within thirty (30) days of receipt of ProjectManager’s invoice.

4.2.3. Credit Card Charges and Currency. Customer hereby authorizes ProjectManager or its agents and Customer’s financial institution to charge any credit card submitted by Customer for all fees due and payable under this Agreement. Unless otherwise specified in the applicable Sales Order, all Fees are stated and payable in US dollars.

4.3. Sales Taxes, Etc. Customer will be responsible for any applicable sales, value-added, use and similar taxes, together with all customs and import duties, and similar levies and impositions (“Taxes”) payable with respect to its acquisition of Subscription Services, or otherwise arising out of or in connection with this Agreement, other than taxes based upon ProjectManager’s personal property ownership or net income. All Fees exclude Taxes. If Customer has tax-exempt status, Customer will provide written evidence of such status with its purchase orders or upon request by ProjectManager.

4.4. Value Added Taxes. All amounts payable under this Agreement are exclusive of any value added taxes or similar taxes (“VAT”) levied or assessed by any taxing authority. If ProjectManager is required to account to the relevant tax authority for VAT, Customer must pay to ProjectManager (in addition to and at the same time as paying any other consideration for the Services) an amount equal to the amount of VAT, subject to ProjectManager providing a valid VAT invoice to Customer. Where VAT is required to be withheld by Customer on payments made to ProjectManager, the amount payable to ProjectManager shall be grossed up so that ProjectManager receives the same amount as if such VAT withholding had not applied. Where Customer is required to reimburse any expenses of ProjectManager, such reimbursement shall be treated for VAT purposes as part of the consideration payable for the Services by ProjectManager and shall not include any amount of VAT invoiced to ProjectManager unless the ProjectManager notifies Customer that it is not entitled to credit or repayment of that invoiced VAT from the relevant tax authority. In relation to any Services provided by ProjectManager to Customer under this Agreement, if reasonably requested by ProjectManager, Customer must promptly provide ProjectManager with details of the Customer’s VAT registration and such other information as is reasonably requested in connection with such ProjectManager’s VAT reporting requirements in relation to such Services. It is ProjectManager’s understanding that, in line with the nature of the Services, Customer will be using the Services only for enterprise (business) purposes. Should any tax authority provide notification to that VAT was applied by ProjectManager in error, then: (a) ProjectManager shall without unreasonable delay provide Customer with a valid credit note; and (b) if the VAT applied in error was paid by Customer, ProjectManager shall, without unreasonable delay, repay to Customer any such VAT after obtaining a VAT credit or otherwise receiving a refund of such VAT from the tax authority for the VAT that was charged in error, subject to the reasonable cooperation of Customer in ensuring that, where reasonably possible, ProjectManager will be able to apply for the refund. If VAT, GST, and other applicable indirect taxes were not charged but subsequently it is found that they should have been charged or such taxes are assessed and agreed with the relevant tax authority as being due on the consideration, the relevant taxes due will be paid upon presentation of a valid invoice and under the conditions that Customer has been notified of the assessment within a reasonable time. Any penalties or late payment interest related to the incorrect application of the VAT, GST, or other applicable indirect tax legislation shall be due by the party who is liable for the tax under the applicable law.

4.5. Withholding. If Customer is located outside the U.S.A., and is required to withhold taxes imposed upon ProjectManager for any payment under this Agreement by virtue of the statutes, laws, codes or governmental regulations of a country in which any Subscription Services are delivered or obtained, then such payments will be made by Customer on behalf of ProjectManager by deducting them from the payment then due ProjectManager and remitting such taxes to the proper authorities on a timely basis, and the payments provided for under this Agreement will be adjusted upwards appropriately so that ProjectManager actually receives the full amount of the fees set forth in the applicable Sales Order. Customer will provide ProjectManager with official documentation or tax receipts on such withholdings supporting such taxes and such payments as may be required by ProjectManager for its tax records as soon as reasonably possible following payment to the applicable tax authority, and in any event no later than when required by applicable law.

 

5. Warranties

5.1. Warranties. ProjectManager warrants to Customer that:

5.1.1. Performance Warranty. During the Subscription Term, the ProjectManager Platform, in the form provided by ProjectManager, will conform in all material respects to its applicable Documentation.

5.1.2. Viruses. ProjectManager will use commercially reasonable efforts, using applicable current industry practices, to ensure that the ProjectManager Platform, in the form provided by ProjectManager to Customer under this Agreement, contains no computer virus, Trojan horse, worm or other similar malicious code.

5.1.3. Support Program. ProjectManager will provide the Support Program in a good, professional and skillful manner, consistent with applicable industry standards.

5.1.4. Infringement. ProjectManager’s provision to Customer of the Subscription Services does not infringe any third party patent existing under the laws of the United States, Canada, any member state of the European Economic Area, the United Kingdom, Switzerland, Australia, New Zealand, Japan, Singapore, South Korea, India, Argentina or Brazil, or infringe any third party copyright, trademark or service mark, or result from misappropriation by ProjectManager of any third party’s trade secrets (collectively, a “ProjectManager infringement”).

5.1.5. Compliance with Law. The Subscription Services, in the form provided or made available by ProjectManager, will comply with all laws applicable to ProjectManager.

5.2. Performance Remedy. If ProjectManager Platform fails to conform to the warranty set forth in Section 5.1.1 and Customer provides written notice of the non-conformance to ProjectManager within the applicable Subscription Term then, as Customer’s exclusive remedy and ProjectManager’s sole obligation, ProjectManager will correct the non-conformance or, if ProjectManager is unable to correct the non-conformance within 30 days of receipt of such written notice from Customer, Customer may terminate the applicable Subscription Services, and ProjectManager will refund to Customer a pro-rata amount of any Subscription Services fees prepaid to ProjectManager and applicable to the unutilized portion of the Subscription Term for the terminated Subscription Services.

5.3. Infringement Remedy. Customer’s sole and exclusive remedy for any non-conformance with the warranty in Section 5.1.4 above will be Customer’s defense and indemnification rights under Section 9.1 below, and Customer’s termination rights under Section 8.2 below.

5.4. Bugs and Abatement; Scope. Without limiting the express warranties in this Section 5 or any express warranties specified in the Additional Terms of Service, ProjectManager does not warrant that the ProjectManager Platform or Subscription Services are completely free from all bugs, errors, or omissions, or will ensure complete security. THE WARRANTIES IN SECTIONS 5.1.1 AND 5.1.3 DO NOT APPLY TO ANY FREE TRIAL, OR TO ANY SUPPLEMENTAL MATERIALS. Supplemental Materials developed, created or provided by third parties are made available AS IS, without warranty of any kind. The warranties in this Agreement are for the sole benefit of Customer, and may not be extended to any other person or entity.

5.5. Disclaimer Of Implied Warranties. Neither party makes any representation or warranty in connection with the Subscription Services, except as expressly warranted in this Agreement or the Additional Terms of Service. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SPECIFICALLY WARRANTED IN THIS AGREEMENT OR THE ADDITIONAL TERMS OF SERVICE, EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, AND ANY STATUTORY REMEDY.

 

6. Confidential Information

6.1. Restrictions on use and Disclosure. Neither ProjectManager nor Customer will disclose to any third party any information provided by the other party pursuant to or in connection with this Agreement that the disclosing party identifies as being proprietary or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential (such information, “Confidential Information”), and will make no use of such Confidential Information, except under and in accordance with this Agreement. Each party may disclose Confidential Information to its Affiliates and service providers, and its Affiliates and service providers may use such information, in each case solely for purposes of this Agreement. Each party will be liable for any breach of its obligations under this Section 6 that is caused by an act, error or omission of any such Affiliate or service provider. Confidential Information includes information disclosed by the disclosing party with permission from a third party, and combinations of or with publicly known information where the nature of the combination is not publicly known. ProjectManager’s Confidential Information includes information regarding ProjectManager Platform, ProjectManager’s processes, methods, techniques and know-how relating to project management, road-maps, pricing, marketing and business plans, financial information, information security information, and ProjectManager’s ISMS Standards (defined in Section 7.4 below) statements and similar independent third party certifications. Customer’s Confidential Information includes its proprietary workflows and processes, systems architecture, marketing and business plans, financial information, information security information, and information pertaining to Customer’s other suppliers. This Section 6 does not apply to ProjectManager’s obligations regarding use and protection of Customer Data; those obligations are specified in Section 7 (Data Protection).

6.2. Exclusions. Except with respect to Personal Data, Confidential Information does not include information that the receiving party can establish: (i) has entered the public domain without the receiving party’s breach of any obligation owed to the disclosing party; (ii) has been rightfully received by the receiving party from a third party without confidentiality restrictions; (iii) is known to the receiving party without any restriction as to use or disclosure prior to first receipt by the receiving party from the disclosing party; or (iv) has been independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

6.3. Disclosure Required By Law. If any applicable law, regulation or judicial or administrative order requires the receiving party to disclose any of the disclosing party’s Confidential Information (a “Disclosure Order”) then, unless otherwise required by the Disclosure Order, the receiving party will promptly notify the disclosing party in writing prior to making any such disclosure, in order to facilitate the disclosing party’s efforts to protect its Confidential Information. Following such notification, the receiving party will cooperate with the disclosing party, at the disclosing party’s reasonable expense, in seeking and obtaining protection for the disclosing party’s Confidential Information. The receiving party will disclose only that portion of the Confidential Information that is required.

6.4. Independent Development. The terms of confidentiality under this Agreement will not limit either party’s right to independently develop or acquire products, software or services without use of or reference to the other party’s Confidential Information.

 

7. Data Protection

7.1. Data Processing Addendum. To the extent that ProjectManager processes any Personal Data on Customer’s behalf in the provision of the Services, the data processing addendum published at https://projectmanager.com/legal (“DPA”) as may be updated by ProjectManager if required by applicable law, which is incorporated into this Agreement by this reference, will apply and the parties will to comply with their respective obligations under the DPA. For purposes of the Standard Contractual Clauses attached to the DPA, when and as applicable, Customer and its applicable Affiliates are each the data exporter, and Customer’s assent to or execution of a Sales Order will be treated as signing of the Standard Contractual Clauses and their Appendices.

7.2. Information Security Measures.

7.2.1. General Standard. ProjectManager will implement and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: (i) ensure the security and confidentiality of Customer Data in the custody or under the control of ProjectManager; (ii) protect against any anticipated threats or hazards to the security or integrity of such Customer Data; (iii) protect against unauthorized access to or use of such Customer Data; and (iv) ensure that ProjectManager’s return or disposal of such Customer Data is performed in a manner consistent with ProjectManager’s obligations under items (i)-(iv) above.

7.2.2. Security Exhibit. ProjectManager will maintain security measures and processes designed to protect Customer Data in its possession or under its control using measures that are substantially no less protective than those described in ProjectManager’s Customer Security Exhibit (the “Security Exhibit”), published at https://www.projectmanager.com/legal. Customer is solely responsible for consequences of Customer’s decision not to adopt updates or best practices that ProjectManager makes available to Customer.

7.2.3. Audits and Security Assessments. ProjectManager is and will remain in compliance with its SOC-2 statement (collectively, “ISMS Standards”) throughout the Subscription Term. ProjectManager will require its independent ISMS Standards certification auditors to verify the adequacy of the controls that ProjectManager applies to the Subscription Services at least annually. ProjectManager will provide Customer with copies of its ISMS Standards certifications applicable to ProjectManager’s provision of Subscription Services, upon request by Customer. Such certifications are Confidential Information of ProjectManager and its auditors. For Annual Plan customers, ProjectManager will in addition provide such information regarding its information security systems, policies and procedures as Customer may reasonably request relating to Customer’s due diligence and oversight obligations under applicable laws and regulations.

7.3. Data Export, Retention and Deletion. Customer may export Customer Data from the ProjectManager Platform as specified in the Security Exhibit. ProjectManager will follow the data retention and deletion processes described in the Security Exhibit.

7.4. Regulator Inquiries and Court Orders. If any regulator, or any subpoena, warrant or other court or administrative order, requires ProjectManager to disclose or provide Customer Data to a regulator or to any third party, or to respond to inquiries concerning the Processing of Customer Data, ProjectManager will promptly notify Customer, unless prohibited by applicable law. Following such notification, ProjectManager will reasonably cooperate with Customer in its response, except to the extent otherwise required by applicable law.

7.5. Restrictions. ProjectManager will Process Customer Data only as necessary to provide the Subscription Services and as otherwise agreed in writing between ProjectManager and Customer. ProjectManager will not disclose Customer Data to third parties except to its sub-processors (and then only as necessary for provision of the Subscription Services), and as otherwise agreed in writing between Customer and ProjectManager.

 

8. Term; Termination of Sales Orders

8.1. General. This Agreement will commence on the Effective Date and will continue in effect until terminated in accordance with Section 8.2 or 8.3 below.

8.2. Termination On Breach. In the event of a material breach of the Agreement by either party, the non-breaching party may terminate the Agreement or any Sales Order affected by the breach by giving the breaching party written notice of the breach and the non-breaching party’s intention to terminate. If the breach has not been cured within the period ending 30 days after such notice, and if the non-breaching party provides written notice of termination to the breaching party (“Termination Notice”), then this Agreement or any such Sales Order will terminate within the time period specified in the Termination Notice. Notwithstanding the foregoing, (a) Customer’s failure to pay any overdue fees and expenses within 10 days of ProjectManager notifying Customer of the overdue payment, or (b) Customer’s failure to provide a valid credit card within 10 days of ProjectManager’s request, and which is not cured within 10 days of notification by ProjectManager, will each constitute a material breach of this Agreement; the default 30 day cure period described above is inapplicable to any breach under items (a), (b) or (c) above. If Customer has not cured a material breach within the applicable cure period (if any) then, without limiting ProjectManager’s rights to terminate as described above, ProjectManager may, on not less than 5 business days’ prior written notice to Customer, in its sole discretion, and without prejudice to its other rights following material breach and failure to cure, until such breach has been cured in full, do all or any of the following: (i) downgrade Customer to a “Free” Self-Service Plan); or (ii) suspend performance of some or all of ProjectManager’s obligations to provide Subscription Services under this Agreement. If Customer terminates this Agreement or any Sales Order for breach in accordance with this Section 8.2, then ProjectManager will refund to Customer a pro-rata amount of any affected Subscription Services fees prepaid to ProjectManager and applicable to the unutilized portion of the Subscription Term for terminated Subscription Services.

8.3. Termination for Convenience. The parties acknowledge and agree that each Subscription Term is priced as a minimum term and may not be terminated for convenience.

8.4. Subscription Term and Renewal.

8.4.1. Automatic Renewal; Cancellation Rights. Each subscription term for Subscription Services will commence on the Subscription Start Date, and will continue for the period for which Customer has prepaid ProjectManager using the online checkout (for example, for one month or for one year), or otherwise as specified in a Sales Order executed by both Customer and ProjectManager (an “Initial Term”). Upon expiration of the Initial Term or a renewed term, the Initial Term or the renewed term will automatically renew for successive periods of the same length as the Initial Term (each, a “Renewal Term”). The Initial Term and each Renewal Term are individually referred to in these Terms as the “Subscription Term”. Customer may cancel its subscription at any time, by using the “Accounts” feature of the ProjectManager Platform or, if unable to do so, by email to that effect to [email protected]. Customer’s cancelation will be effective upon expiration of the Subscription Term in which Customer notifies ProjectManager. ProjectManager may terminate its provision of Subscription Services upon expiration of the then-current Subscription Term, by provision of not less than (a) for Monthly Plans, 10 days’ prior notice to Customer, and (b) for Annual Plans, not less than 30 days’ prior notice to Customer.

8.4.2. Renewal Rates. For Monthly Plans, Renewals will be at the then-current rates specified in the “Accounts” feature of the ProjectManager Platform, unless ProjectManager notifies Customer that renewal will be at the rates and for the programs specified in the then-current Pricing Page. For Annual Plans, renewals will be at the rates specified in the Sales Order for the Renewal Term.

8.4.3. Renewal Payment. For Monthly Plans, Customer’s credit card will be automatically debited for the fees payable for each Renewal Term at the beginning of each Renewal Term. For Annual Plans, ProjectManager will invoice Customer as specified in Section 4 above. Customer acknowledges that its subscription will automatically renew, and Customer’s credit card will continue to be charged, or Customer will continue to be invoiced, until Customer terminates its subscription as specified in this Section 8.4.

8.5. Fulfillment of Obligations on Termination. Except as otherwise specified in this Agreement or any Additional Terms of Service, termination of the Agreement or of any Subscription Services will not entitle Customer to any refund of or relief from payment of any Subscription Services fees paid or payable under this Agreement.

8.6. Post Termination Obligations. Following any termination of the Agreement or any Sales Order, each party will, within 30 days of such termination, (i) immediately cease use of any Confidential Information of the other communicated for the purposes of this Agreement or such Sales Order, and (ii) return or destroy (and certify destruction of) all copies of any Confidential Information of the other party disclosed under the Agreement or such Sales Order within 30 days of such termination, subject to each party’s customary backup and archival processes.

8.7. Suspension.

8.7.1. Critical Threats. If ProjectManager determines that Customer’s or any of its Users’ use of the Subscription Services poses an imminent threat to (i) the security or integrity of any Customer Data or the data of any other ProjectManager customer, or (ii) the availability of the ProjectManager Platform to Customer or any other ProjectManager customer (collectively, a “Critical Threat”), then ProjectManager will immediately attempt to contact Customer to resolve the Critical Threat. If ProjectManager is unable to immediately contact Customer, or if ProjectManager contacts Customer but Customer is unable to immediately remediate the Critical Threat, then ProjectManager, acting reasonably in the circumstances then known to ProjectManager, may suspend Customer’s and its Users’ use of the ProjectManager Platform until the Critical Threat is resolved and ProjectManager is able to restore the Subscription Services for Customer.

8.7.2. Other Non-Compliance. If ProjectManager determines that Customer’s or any of its Users’ use of the Subscription Services do not comply with applicable law or with the Acceptable Use Policy, or if they subject ProjectManager or any of its sub-processors to liability to any third party, or if they infringe or are alleged to infringe any third party Intellectual Property Rights (collectively, a “Non-Compliance”), and if Customer has not remediated the Non-Compliance within 5 days of notification by ProjectManager, then ProjectManager may suspend Customer’s and its Users’ use of the ProjectManager Platform until the Non-Compliance is resolved and ProjectManager is able to restore the Subscription Services for Customer. If ProjectManager determines that the Non-Compliance is incapable of cure, then ProjectManager may immediately terminate its provision of Subscription Services to Customer.

8.8. Survival. The provisions of Sections 1, 3.3-3.5, 6, 7, 8.5-8.8, 9-11 and 14 of this Agreement will survive any termination or expiration of this Agreement.

 

9. Indemnification

9.1. ProjectManager’s Infringement Indemnification.

9.1.1. Defense and Indemnity. If any third party makes any claim against Customer that, if true, would constitute a ProjectManager Infringement (defined in Section 5.1.4) then, upon notification of such claim, ProjectManager will, at its sole cost and expense, defend Customer against such claim and any related proceeding brought by such third party against Customer, and indemnify Customer from and against all damages, fines and penalties finally awarded against Customer or agreed to be paid by Customer in a written settlement approved in writing by ProjectManager, and resulting from the ProjectManager Infringement. ProjectManager’s obligations under this Section 9.1.1 are subject to Customer’s compliance with the “Indemnification Conditions” (defined below).

“Indemnification Conditions” means the following conditions with which a party must comply in order to be entitled to defense or indemnification under the Agreement by the other party: (i) the indemnified party notifies the indemnifying party in writing of any claim that might be the subject of indemnification promptly after any executive officer of the indemnified party or member of the indemnified party’s legal department first knows of the claim, provided, however, that no failure to so notify an indemnifying party will relieve the indemnifying party of its obligations under this Agreement except to the extent that such failure materially prejudices defense of the claim, and except to the extent of damages incurred by the indemnifying party as a result of the delay; (ii) the indemnifying party is given primary control over the defense and settlement of the claim (subject to the foregoing, the indemnified party may nonetheless participate in the defense at its sole cost and expense); (iii) the indemnified party makes no admission of liability (except as required by applicable law) nor enters into any settlement without the indemnifying party’s prior written agreement (not to be unreasonably withheld); (iv) the indemnified party provides such assistance in defense of the proceeding as the indemnifying party may reasonably request, at the indemnifying party’s reasonable expense; and (v) the indemnified party uses all commercially reasonable efforts to mitigate its losses.

9.1.2. ProjectManager’s Mitigation Rights. If any Subscription Services become (or in ProjectManager’s opinion are likely to become) the subject of any infringement or misappropriation claim, ProjectManager may, and if Customer’s use of the Subscription Services is enjoined, ProjectManager must, at its sole expense, either: (i) procure for Customer the right to continue using the relevant Subscription Services; (ii) replace or modify the relevant Subscription Services in a functionally equivalent manner so that they no longer infringe; or (iii) terminate the applicable Sales Order or Customer’s rights to use affected Subscription Services, and refund to Customer a pro-rata amount of any subscription fees prepaid to ProjectManager and applicable to the unutilized portion of the Subscription Term for the terminated Subscription Services.

9.1.3. Exclusions. Notwithstanding the foregoing, ProjectManager will have no obligation with respect to any infringement or misappropriation claim to the extent based upon (i) any use of the Subscription Services not in accordance with their applicable license rights, (ii) the combination of the Subscription Services with other products, equipment, software, services or data not supplied by ProjectManager where the infringement would not have occurred but for such combination, or (iii) any Customer Data.

9.2. Customer’s Data Indemnification.

9.2.1. Defense and Indemnity. If any third party makes any claim against ProjectManager that alleges that the Processing of Customer Data by or on behalf of ProjectManager in accordance with this Agreement infringes or results from a misappropriation by Customer of any Intellectual Property Right of a third party, or violates any data protection or privacy rights of any third party, then, upon notification of such claim, Customer will, at its sole cost and expense, defend ProjectManager against such claim and any related proceeding or investigation brought by such third party against ProjectManager, and Customer will indemnify ProjectManager from and against all damages, fines and penalties finally awarded against ProjectManager or agreed to be paid by ProjectManager in a written settlement approved in writing by Customer, and resulting from the non-conformance. Customer’s obligations under this Section 9.2.1 are subject to ProjectManager’s compliance with the Indemnification Conditions.

9.2.2. Mitigation Rights. If Customer Data is, or in Customer’s reasonable opinion is likely to become, the subject of a claim subject to Section 9.2.1 above, then Customer will have the right to: (i) procure the rights necessary for Customer and ProjectManager to continue to Process the affected Customer Data; (ii) modify the Customer Data so that there is no longer a non-conformance; or (iii) delete or otherwise remove the non-conforming Customer Data from the ProjectManager Platform.

9.2.3. Exclusions. Notwithstanding the foregoing, Customer will have no obligation under this Section 9.2 or otherwise with respect to any claim to the extent based upon ProjectManager’s Processing of the affected Customer Data other than in accordance with this Agreement.

9.3. Improper Use of ProjectManager Platform. Customer will indemnify and hold ProjectManager harmless from any claims, damages, losses, judgments, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any non-compliance by Customer or its Users with the Acceptable Use Policy.

 

10. Limitations and Exclusions of Liability

10.1. Exclusion of Certain Claims. SUBJECT TO SECTION 10.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING ANY DAMAGES FOR LOSS OF DATA, GOODWILL, REVENUE OR PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF (i) THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR ANY RELATED AGREEMENT, OR ANY SOFTWARE, PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, OR (ii) ANY CLAIM, CAUSE OF ACTION, BREACH OF CONTRACT OR ANY EXPRESS OR IMPLIED WARRANTY, UNDER THIS AGREEMENT, ANY RELATED AGREEMENT OR OTHERWISE, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT.

10.2. Limitation of Liability. Subject to Section 10.3, neither party’s maximum aggregate liability arising out of this Agreement or any related agreement will in any event exceed the fees paid to ProjectManager under the Sales Order giving rise to the claim during (i) if Customer is pre-paying for Subscription Services on a monthly basis, the one month period, or (ii) if Customer is pre-paying for Subscription Services on an annual basis the twelve month period, immediately preceding the aggrieved party’s first assertion of any claim against the other, regardless of whether any action or claim is based in contract, misrepresentation, warranty, indemnity, negligence, strict liability or other tort or otherwise.

10.3. Exceptions.

10.3.1. Sections 10.1 and 10.2 do not apply to either party’s (a) willful misconduct or gross negligence, (b) infringement or misappropriation of any of the other’s Intellectual Property Rights, or (c) liability or loss which may not be limited by applicable law.

10.3.2. Notwithstanding Section 10.1, the following will be deemed direct damages for purposes of this Agreement: (a) any amounts payable by an indemnified party to a third party pursuant to a judgment or to a settlement agreement approved in writing by an indemnifying party, liability for which falls within the indemnifying party’s indemnification obligations under this Agreement, and (b) all fees payable by Customer under this Agreement.

10.3.3. Section 10.2 does not apply to (i) each party’s defense and indemnification obligations, nor (ii) Customer’s obligations to pay fees and expenses when due and payable under this Agreement.

10.4. Free Trial. With respect to any Free Trial, ProjectManager’s aggregate liability will in no event exceed twenty five US dollars (US $25), regardless of any theory of liability, and notwithstanding any provision of this Agreement to the contrary, including Sections 10.1-10.3.

10.5. General. Each party agrees that these exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of such party, or fail of their essential purpose and that without these limitations the fees for the Subscription Services would be significantly higher. Neither party may commence any action or proceeding under this Agreement more than two years after the occurrence of the applicable cause of action.

 

11. Dispute Resolution

11.1. Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the internal laws of the states or countries specified in the table below, without regard to conflicts of laws principles. In the event of any controversy or claim arising out of or relating to this Agreement, or its breach or interpretation, the parties will submit to arbitration as specified in the table below. Each party waives all defenses of lack of personal jurisdiction and inconvenient forum.

If the Customer’s address in the Sales Order is in:	The governing law is that of:	The arbitration bodies having exclusive jurisdiction are:
The USA, Mexico, Canada or any country in Central or South America or the Caribbean	Delaware, USA, and controlling United States federal law	Arbitration in Seattle, Washington, USA under the Commercial Arbitration Rules and the Optional Rules for Emergency Measures of Protection of the American Arbitration Association; those rules are incorporated by reference in this clause.1
Any country in the United Kingdom, the Middle East, or Africa	England	Arbitration in London, England under the Rules of the London Court of International Arbitration (LCIA); those rules are incorporated by reference in this clause.1
Any country in the European Economic Area or Switzerland	Republic of Ireland	Arbitration in Dublin, Ireland under the UNCITRAL Arbitration Rules; those rules are incorporated by reference in this clause.1
Any country located in Asia or the Pacific region, including Australia and New Zealand	England	Arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre then in force; those rules are incorporated by reference in this clause.1
Note 1: The Tribunal will consist of one independent, disinterested arbitrator. The language of the arbitration will be English. The determination of the arbitrator will be final, conclusive and binding. Judgment upon the award rendered may be entered in any court of any state or country having jurisdiction.

 

12. Additional Terms of Service

The following additional terms and conditions (“Additional Terms of Service”) apply to Customer’s use of the Subscription Services and are incorporated into this Agreement by this reference. The Additional Terms of Service are published at https://www.ProjectManager.com/legal:

• Acceptable Use Policy
• Third Party Terms
• API Fair Use Policy

 

13. Purchase Through Channel Partners

13.1. Applicability. This section 13 only applies to Customers purchasing Subscription Services through a Channel Partner. If Customer is uncertain as to the applicability of this section to its purchase of Subscription Services, Customer should contact ProjectManager for further information.

13.2. Channel Partners. If Customer acquired the Subscription Services from a Channel Partner, then this Agreement is not exclusive of any rights Customer obtains under the Channel Partner Sale Agreement; however, if there is any conflict between the provisions of this Agreement and the Channel Partner Sale Agreement, then the provisions of this Agreement prevail. If a Channel Partner has granted Customer any rights that ProjectManager does not also directly grant to Customer in this Agreement, or that conflict with this Agreement, then Customer’s sole recourse with respect to such rights is against the Channel Partner.

13.3. Term and Renewal. If Customer ordered the Subscription Services through a Channel Partner, then Section 8.4 is inapplicable, and the Subscription Term will begin on the Subscription Start Date and, subject to the remainder of Section 8, it will expire, renew and terminate in accordance with the terms of the Channel Partner Sale Agreement.

13.4. Fees and Payment. If Customer ordered the Subscription Services through a Channel Partner, then the provisions of Section 4 do not apply to Customer, and Customer’s billing and payment rights and obligations are governed by the Channel Partner Sale Agreement.

 

14. Miscellaneous Provisions

14.1. Affiliates. This Agreement set forth the general terms and conditions under which ProjectManager will provide Subscription Services to Customer and its Affiliates.

14.2. Publicity; References. ProjectManager may refer to Customer as one of ProjectManager’s customers and use Customer’s logo as part of such reference, provided that ProjectManager complies with any trademark usage requirements notified to it by Customer.

14.3. Compliance With Laws – Export Control; Anti-Bribery; Modern Slavery. Each party will comply with all laws and regulations applicable to it, including U.S. export control laws. Neither party will have any liability to the other for any non-performance of their obligations under this Agreement to the extent that the non-performance is mandated by applicable law. Each party represents and warrants to the other that neither it nor its Affiliates, nor any of its or their users, officers or directors, are persons, entities or organizations, with whom the other party is prohibited from dealing (including provision of software, products or services) by virtue of any applicable law, regulation, or executive order, including US export control laws, or whose names appear on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List. Each party will comply with the requirements of applicable anti-bribery and modern slavery laws, including: (i) the Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010; and (ii) the UK Modern Slavery Act 2015, California Transparency in Supply Chains Act 2010 and any applicable anti-slavery laws.

14.4. U.S. Government Rights In The Subscription Services. ProjectManager provides the Subscription Services for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Subscription Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with ProjectManager to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

14.5. Equitable Relief. Each of Customer and ProjectManager acknowledges that damages will be an inadequate remedy if the other violates the terms of this Agreement pertaining to protection of a party’s Intellectual Property Rights, Confidential Information or Personal Data. Accordingly, each of them will have the right, in addition to any other rights each of them may have, to seek in any court of competent jurisdiction, temporary, preliminary and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce any of the obligations in this Agreement.

14.6. Business Continuity / Disaster Recovery. During any period in which Customer is subscribed to the Subscription Services, ProjectManager will comply with its then current applicable Business Continuity and Disaster Recovery Plans. ProjectManager will test such plans at least once a year.

14.7. Force Majeure. If the performance of this Agreement is adversely restricted or if either party is unable to conform to any warranty or obligation by reason of any Force Majeure Event then, except with respect to obligations to pay any fees or expenses and to obligations under Section 14.6 above (Business Continuity / Disaster Recovery), the party affected, upon giving prompt written notice to the other party, will be excused from such performance on a day-to-day basis to the extent of such restriction (and the other party will likewise be excused from performance of its obligations on a day-to-day basis to the extent such party’s obligations relate to the performance so restricted); provided, however, that the party so affected will use all commercially reasonable efforts to avoid or remove such causes of non-performance and both parties will proceed whenever such causes are removed or cease. “Force Majeure Event” means any failure or delay caused by or the result of causes beyond the reasonable control of a party or its service providers that could not have been avoided or corrected through the exercise of reasonable diligence, including natural catastrophe, internet access or related problems beyond the demarcation point of the party’s or its applicable infrastructure provider’s facilities, state-sponsored malware or state-sponsored cyber-attacks, terrorist actions, laws, orders, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military authority, national emergency, insurrection, riot or war, or other similar occurrence. If a party fails to perform its obligations as a result of such restriction for a period of more than 30 days, then the other party may terminate the affected Subscription Services without liability.

14.8. Usage Data.

14.8.1. General Processing. Without limiting ProjectManager’s obligations under this Agreement with respect to Customer Data, ProjectManager may Process data generated by, and resulting from Users’ use of the ProjectManager Platform (such as log data and performance results for the ProjectManager Platform) (“Usage Data”). ProjectManager determines the manner and purpose of its processing of Usage Data, including to operate and improve the Services, to detect security incidents, and to protect against fraudulent or illegal activity. If and to the extent Usage Data consists of Personal Data, ProjectManager will comply with its privacy policy published at https://ProjectManager.com/privacy. ProjectManager will not sell Usage Data consisting of Personal Data.

14.8.2. De-identification and Aggregation of Usage Data. ProjectManager will not disclose any Usage Data to any third party, except in the form of “Aggregated Usage Data”. “Aggregated Usage Data” means Usage Data that does not contain any Personal Data of any User, does not identify Customer or any of its Users, and that may not reasonably be associated with any other data of Customer or any of its Users so as to identify them. Notwithstanding the foregoing, ProjectManager may disclose Usage Data to its Affiliates and service providers as ProjectManager reasonably determines necessary to provide and improve the Services, subject to written confidentiality obligations.

14.9. Discriminatory Practices. Neither party will adopt or pursue a policy or mission that promotes or results in discrimination in hiring, compensation, promotion, termination, retirement, training, programs, and/or services, based on race, color, sex, national origin, religion, age, disability, gender identity or expression, marital status, pregnancy, sexual orientation, political affiliation, union membership, or veteran status.

14.10. Captions and Headings. The captions and headings are inserted in this Agreement for convenience only, and will not be deemed to limit or describe the scope or intent of any provision of this Agreement.

14.11. Severability; Invalidity. If any provision of this Agreement is held to be invalid, such invalidity will not render invalid the remainder of this Agreement or the remainder of which such invalid provision is a part. If any provision of this Agreement is so broad as to be held unenforceable, such provision will be interpreted to be only so broad as is enforceable.

14.12. Waiver. No waiver of or with respect to any provision of this Agreement, nor consent by a party to the breach of or departure from any provision of this Agreement, will in any event be binding on or effective against such party unless it be in writing and signed by such party, and then such waiver will be effective only in the specific instance and for the purpose for which given.

14.13. Third Party Beneficiaries. Except as expressly set forth in this Agreement, no provisions of this Agreement are intended nor will be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any other party. If the law governing this Agreement is English law, then a person who is not a party to this Agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999) to enforce any term of this Agreement. Notwithstanding the foregoing, ProjectManager’s suppliers of products and services delivered hereunder will enjoy the same disclaimers of warranty, limitations on liability and similar exculpatory provisions with respect to such products and services as does ProjectManager.

14.14. Assignment. Customer may not assign any of its rights or obligations under this Agreement without the prior written consent of ProjectManager. Subject to the foregoing restriction on assignment, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

14.15. Notices. ProjectManager will provide Customer with notices that affect ProjectManager’s customers generally (e.g., notices that relate to modifications or updates to, or the availability or interoperability of the ProjectManager Platform) via e-mail or the ProjectManager Platform dashboard or account center. ProjectManager will provide Customer with any legal notices by pre-paid first class mail, air courier or e-mail to the mailing or e-mail address Customer provided ProjectManager on the applicable Sales Order, or during Customer’s registration for the Subscription Services, or to a substitute, updated mailing or e-mail address that Customer has provided to ProjectManager for these purposes. Customer is responsible for keeping its mailing and e-mail address current with ProjectManager. Except as otherwise specified in this Agreement, all notices to be given to ProjectManager under this Agreement must be in writing and sent to ProjectManager’s USA headquarters by prepaid first class mail or air courier at the address specified on the first page of this Agreement (or, if none, at https://ProjectManager.com/), marked “Attention: Legal Department” with a copy to [email protected]. Notices sent electronically will be deemed received within 1 business day of dispatch. Notices sent by prepaid first class mail will be deemed received within 5 business days of dispatch (however, notices sent by mail to addressees in a different country from that of the sender will be deemed received upon delivery). Notices sent by email, air courier, or personally delivered, will be deemed received upon delivery.

14.16. Governing Language. The governing language for this Agreement and its related transactions, for any notices or other documents transmitted or delivered under this Agreement, and for the negotiation and resolution of any dispute or other matter between the parties, will be the English language. If there is any conflict between the provisions of any notice or document and an English version of the notice or document (including this Agreement), the provisions of the English version will prevail. Customer waives any rights it may have under any law in any state or country to have the Agreement written in any language other than English. In transactions between the parties, a decimal point will be indicated by a period, and not by a comma.

14.17. Entire Agreement; Amendments. This Agreement constitutes and embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. This Agreement may not be modified or amended except in a written document to which both parties have assented; provided, however, that ProjectManager may condition renewal of any Subscription Term upon Customer’s assent to a modified version of this Agreement. With the exception of the Additional Terms of Service, any additional, supplementary or conflicting terms supplied by Customer (whether in hard copy or electronic form), including those contained on or within any purchase order, standard terms of purchase or vendor onboarding documents, are specifically and expressly rejected by ProjectManager. In the event of any conflict between the provisions of this Agreement and any Sales Order, the provisions of this Agreement will prevail.