As of September 9, 2022
IMPORTANT—READ CAREFULLY PRIOR TO PURCHASING BLUEBEAM’S SERVICES AND/OR SOFTWARE.
THESE GENERAL TERMS AND CONDITIONS OF USE (“GENERAL TERMS”), ALL APPLICABLE ADDITIONAL TERMS, AND THE ORDER REGARDLESS OF FORM (COLLECTIVELY, “TERMS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND BLUEBEAM (“BLUEBEAM” OR “WE” OR “OUR”). THE “ORDER” IS ANY METHOD THROUGH WHICH YOU ORDER SERVICES AND SOFTWARE FROM BLUEBEAM AND INCLUDES, BUT IS NOT LIMITED TO A QUOTE, ORDER FORM, PROPOSAL, STATEMENT OF WORK, ONLINE TRANSACTION, OR VERBAL ORDER PLACED TELEPHONICALLY. YOU ALSO INCLUDES VARIATIONS OF THE TERM SUCH AS YOUR AND YOURS. BY ACCEPTING THESE TERMS, WHETHER BY CHECKING A BOX ONLINE, EXECUTING AN ORDER, OR USING THE SERVICES OR SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND ACCEPT THE TERMS ON BEHALF OF YOURSELF OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE PURCHASING (“ENTITY”), WHICHEVER IS APPLICABLE.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY. IN THIS CASE THE TERM “YOU” OR YOUR SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS DO NOT PURCHASE, DOWNLOAD, INSTALL, OR OTHERWISE USE THE SOFTWARE OR SERVICES.
The General Terms govern Your use of Bluebeam’s websites, support services, training services, and consulting services (the “Services”) and any Bluebeam software applications purchased by You, whether provided as part of the Services, made available for download, or software as a service accessed via the internet (the “Software”), and any other content or other materials that Bluebeam makes available to You or that You may license from Bluebeam. If You have entered into another negotiated agreement with Bluebeam for Services or Software that references the Terms, then that negotiated agreement will control where it conflicts with these Terms.
As applicable, Bluebeam’s Services and Software are subject to one or more of the additional terms below (“Additional Terms”), each found at https://www.bluebeam.com/legal/, based on the Services and/or Software purchased. If there is a conflict between the Order and the General Terms or the Additional Terms, the Order shall govern. If there is a conflict between the General Terms and the Additional Terms, the Additional Terms govern in regard to those particular Services and/or Software only. If there is conflict between the Terms and agreements published in the Software, these Terms govern and supersede the agreement in the Software in its entirety. All capitalized terms not otherwise defined herein shall have the meaning given in the below Additional Terms.
You acknowledge and agree that the Services and Software provide a right of use, right of access or are licensed, not sold. For clarity, all references in the terms to “sale”, “selling” or “purchase” of the Services and/or Software means the sale and/or purchase of a right of use, right of access, or a license to the Services and/or Software as further described in the Bluebeam Products and Services Addendum or other applicable document. Nothing in the Terms, nor Your use of the Services or Software, shall constitute a sale or transfer of any copyright, trademark, trade dress, trade secret rights, moral right, patent (whether pending or issued) or trade secret right in or to the Services or Software (collectively the “Intellectual Property Rights”).
To use Bluebeam’s Software, You will be required to sign up for an account and select a password and user-name (“User ID”). A User ID may also be created by Your administrator. If You are using a User ID assigned by an administrator, different or additional terms may apply and the administrator may be able to access or disable Your User ID. You promise to provide Bluebeam with accurate, complete, and updated registration information about Yourself. You may not select as Your User ID a name that You don’t have the right to use, or another person’s name with the intent to impersonate that person, or create a generic User ID not assigned to an Authorized User as further described in the Product and Services Addendum. Some Software may require additional accounts to access and are governed by these Terms. Each will have a User ID.
You are solely responsible for any and all activity that occurs under Your User ID. Bluebeam shall have no responsibility with regard to the use, disclosure, or management of Your User ID, information or any content accessed, uploaded, processed or exchanged through Your User ID. You are responsible for (a) keeping Your User ID information confidential; (b) promptly notifying Bluebeam of any suspected or unauthorized use of Your User ID; (c) disclosure of Your password to any third person/party; and (d) protecting the security of Your account.
All users (including, without limitation, customers, potential customers, end-users, and visitors to Bluebeam’s websites and events) are required to comply with the following Acceptable Use Policy to protect Bluebeam and its customers from illegal, irresponsible, or disruptive activities.
All users of Bluebeam’s Services and Software must abide by Bluebeam’s Acceptable Use Policy. When using Bluebeam’s Services and Software, You agree that neither You nor any of Your users will not (and You will not encourage, create or facilitate the ability of other users or third parties to):
Notwithstanding Bluebeam’s Acceptable Use Policy, as a user of the internet (including Bluebeam’s Software and Services), You undertake such activities at Your own risk while acknowledging that there are known and unanticipated risks associated with the internet. Bluebeam assumes no liability for the actions of its users or the content they may post or communicate.
Yes, Bluebeam does offer trials for some Services and Software and may also offer You an opportunity to participate in beta tests for new products or releases in the future. Such trials and beta tests will be described in the relevant offer and are subject to these General Terms and as further detailed in the Bluebeam Products and Services Addendum.
To provide the Services and Software, Bluebeam collects, transmits, stores, and uses Personal Data and Non-personal data to deliver, improve, and administer the Services and Software. “Personal Data” means any information relating to an identified or identifiable natural person which may be used to identify such person and includes information referred to as “personally identifiable information” or “personal information” under applicable data privacy laws, rules or regulations. It does not include categories of sensitive personal information. Non-personal information excludes Personal Data but includes information and data that by itself does not identify You or another individual and can be generated by use of the Services and Software, use of Our website, or other online activity. Together, Personal Data and Non-personal Information comprise “Your Data”. Since Bluebeam Services and Software are not designed for sensitive personal data such as social security numbers, Personal Data of minors, or credit cards, You agree not to upload such data to Bluebeam’s systems.
Your Data is used to provide transactional information to You, information about updates and upgrades to the Services or Software, respond to inquiries and collect feedback, verifying compliance with the Terms including user validation via the internet, to analyze bugs, error reports or logs, and/or to improve, understand, or monitor the Services or Software by itself or through its selected vendors. You expressly provide Bluebeam a license to Your Data for these purposes.
Bluebeam shall establish and maintain administrative, physical and technical safeguards designed to guard against the destruction, loss, or alteration of Your Data and Your Content to the extent it is stored within Bluebeam systems. Without limiting the foregoing, Bluebeam shall at all times in connection with this Agreement: (i) maintain and enforce an information security program including administrative, physical and technical security policies and procedures with respect to its processing of Your Data and Your Content consistent with commercially reasonable industry practices and standards and the Terms; (ii) provide technical and organizational safeguards designed to protect against accidental, unlawful or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, commingling or processing of such information and ensure a level of security appropriate to the risks presented by the processing of such information and the nature of such information, consistent with commercially reasonable industry practice and standards; (iii) take commercially reasonable measures to secure the Software against “hackers” and others who may seek, without authorization, to disrupt, damage, modify, access or otherwise use the Services or Software or the information found therein; and (iv) take commercially reasonable measures to logically separate Your Data from that of other customers. Bluebeam shall periodically test and continuously monitor its systems for potential areas where security could be breached and shall also periodically conduct security testing, including penetration testing. Bluebeam shall be solely responsible for its information technology infrastructure, including all computers, software, databases, electronic systems and networks that are owned or controlled by Bluebeam that may be used by Bluebeam in connection with the Services and Software. You agree not to tamper, compromise, or attempt to circumvent any administrative, physical, or technical safeguards implemented by Bluebeam for purposes of penetration testing, system assessment or otherwise attempt to probe, scan, or test the vulnerability of any Bluebeam system or network or breach any security or authentication measures.
Bluebeam will require any third-party service providers used to provide the Services or Software to implement and maintain commercially reasonable and appropriate technical, administrative, and physical safeguards for protection of the security, confidentiality and integrity of Your Data. The safeguards will include, but not be limited to, measures designed to prevent unauthorized access to or disclosure of Your Data. Bluebeam shall neither sell Your Data or Your Content nor use either for any purpose other than as described in the Terms.
Your use of third-party software or applications or Your integration of such software or applications with Bluebeam’s Services and Software (“Third-Party Applications”) may result in Your Data or Your Content being transferred to such third party. Bluebeam is not responsible for the performance or security practices of such Third-Party Applications. You agree to hold Bluebeam harmless for any data or materials including Your Content or Your Data transferred to third parties in connection with Your use of third-party Applications. ANY USE OF THIRD-PARTY APPLICATIONS IS AT YOUR OWN RISK AND UNDER YOUR AGREEMENT WITH THAT THIRD PARTY. BLUEBEAM PROVIDES NO WARRANTY OR INDEMNIFICATION OF ANY KIND RELATED TO SUCH USE.
Yes. The Terms may change for a variety of reasons including, but not limited to, product enhancements, improvements, or applicable law or regulatory changes that affect the Services or Software. You agree that Bluebeam has the right to modify the Terms at any time in its sole discretion. When We do, notice on Bluebeam’s Legal page which can accessed here, sending You an email, providing notice through the Services or Software itself, and/or other means to which you have access are agreed to be acceptable written notice of such modifications.
If You don’t agree with the updated Terms, You are free to reject them. Unfortunately, that means You will no longer be able to use the Services or Software. In the event you decide to reject Bluebeam’s new Terms, You must (i) provide Bluebeam written notice of termination, (ii) remove Your Content by the termination date; (iii) cancel Your User ID; and (iv) discontinue all access and use of the Services and Software as further described in Section 18.104.22.168 in the Term and Termination section below. If You continue to use the Services or Software after a change to the Terms is effective, that means You agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both You and Bluebeam.
Bluebeam is always trying to improve its Services and Software, so they may change over time. These changes may introduce new features, impose limits on certain features, or restrict access to parts or all of the Services and Software. Bluebeam reserves the right to revise, modify, or update the Services and Software in its sole discretion. Bluebeam will try to give notice when we make a material change that would adversely affect You, but this isn’t always practical. Similarly, we reserve the right to remove features, functionality, or decommission the Services or Software in compliance with Bluebeam’s end of life policies.
Services and Software are subject to the limits specified in the applicable Order, the Terms or the applicable Documentation. If You exceed specified limits, Bluebeam may choose to work with You in its sole discretion to reduce Your usage or it may suspend access to the Services or Software until such usage conforms to agreed limits. If, notwithstanding Bluebeam’s efforts, You are unable or unwilling to abide by a limit, You will execute an Order for additional quantities of the applicable Services or Software promptly upon Bluebeam’s request, and/or pay any invoice issued by Bluebeam for excess of the limits to bring Your usage into conformance.
Bluebeam WARRANTS THAT SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE APPLICABLE DOCUMENTATION AND THAT SERVICES ARE PERFORMED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH PREVAILING INDUSTRY STANDARDS. OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, Software IS PROVIDED “AS IS” AND “AS AVAILABLE” AND YOUR USE OF THE SERVICES AND/OR SOFTWARE IS AT YOUR OWN RISK. BLUEBEAM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES RELATED TO AVAILABILITY, ACCURACY, NON-INFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SERVICES AND SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE THEREOF. BLUEBEAM MAKES NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
Subject to section 8.6.3 and to the extent permitted under applicable law, You agree to defend, indemnify and hold harmless Bluebeam and its officers, directors, employees, affiliates and agents from and against any third-party claims arising out of or related to any infringement or violation by You of any intellectual property or other right of any person or third party.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL BLUEBEAM OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FOR PERSONAL INJURY, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THE TERMS, EVEN IN THE EVENT OF FAULT, NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY BLUEBEAM, ITS RESELLERS OR ITS SUPPLIERS, AND EVEN IF BLUEBEAM OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BLUEBEAM, ITS RESELLERS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID FOR THE SERVICES AND SOFTWARE HEREUNDER WITHIN THE PRECEDING TWELVE (12) MONTHS FROM THE CLAIM, IF ANY.
Some Services and Software allow access to the internet or may contain links to other internet sites or online resources over which Bluebeam has no control. These resources are provided for convenience only and should not be construed as an endorsement by Bluebeam of any content, items, or services on such third-party websites. Your access, viewing and use of internet functionality and website links, including any content, items or services therein, are solely at Your own risk. Bluebeam is not responsible or liable in any way for any internet services, content, advertising, services or goods used or available from such resources.
Unless You notify Bluebeam in writing to restrict the following, Bluebeam shall be entitled to identify You as a customer of Bluebeam on its websites. You hereby grant Bluebeam a non-exclusive, non-transferable, worldwide, royalty-free license to use Your trademarks, Services marks and trade names (“Marks”) in conjunction with the foregoing and in accordance with Your brand guidelines, if any, during the Term. Any other use of Your Marks in any advertising, promotional or sales literature, or in any other form of publicity, news release or other public announcements shall require Your prior written approval.
Bluebeam’s websites describing the Services and Software are accessible worldwide; however, not all Services or Software may be available in Your country or in local language.
These Terms have been prepared in American English. In the event of any conflict between the American English language version and any translation of the Terms that may be provided for convenience only, the American English version shall control. All notices to be provided by either party hereto shall be in the English language.
The Bluebeam entity entering into the Terms with You determines the law that will apply in any dispute arising out of or in connection with the Terms, the Arbitral Body or courts that have jurisdiction over any such dispute, venue for any disputes, and the address to which notices should be directed according to the chart below. Each party agrees to the applicable governing law and jurisdiction below without regard to choice or conflict of law rules. The Bluebeam entity You are contracting with is determined by the Bluebeam entity specified on Your Order, or if purchasing via a Bluebeam website, the localized version of the website (for example, if purchasing from the Bluebeam UK website You are contracting with Bluebeam Limited UK Ltd entity); or if telephonically or otherwise, the Bluebeam entity through which Your purchase is processed.
|Bluebeam Entity||Notice Address||Governing Law||Arbitral Body||Venue and Jurisdiction|
|Bluebeam, Inc.||One McKinney Plaza
3232 McKinney Ave.,
Dallas, TX 75204
|California and controlling United States Federal Law.||American Arbitration Association
Los Angeles, CA, USA
|Los Angeles, CA, USA|
|Bluebeam GmbH||Konrad-Zuse-Platz 1
|Germany||Deutsche Institution für Schiedsgerichtsbarkeit (DIS)||Munich, Germany|
|Bluebeam AB||Kistagången 12,
164 40 Kista
|Sweden||Arbitration Institute of the Stockholm Chamber of Commerce||Stockholm, Sweden|
|Bluebeam Limited UK Ltd||20 Eastbourne Terrace, Ste. 5.07
London W2 6LG
|England||London Court of International Arbitration||London, England|
|Bluebeam Australia Pty Ltd||310 Edward Street
Brisbane QLD 4000
|Australia||Australian Centre for International Commercial Arbitration||Brisbane, Australia|
To the extent provided under applicable law, if either party employs attorneys to enforce any rights arising out of or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and other expenses. The term “prevailing party” means that party, as plaintiff or defendant, who substantially prevails against the other party. Notwithstanding the foregoing, if a written offer of compromise made by either party is not accepted by the other party within forty-five (45) days after receipt and the party not accepting such offer fails to obtain a more favorable judgment, the non-accepting party shall not be entitled to recover its costs of suit and reasonable attorney’s fees and costs (even if it is the prevailing party) and shall be obligated to pay the costs of suit and reasonable attorney’s fees and costs incurred by the offering party.
Bluebeam’s commitment to integrity and business conduct is expressed through adoption of Nemetschek’s Group Policies including its Code of Conduct and statement regarding the UK Modern Slavery act which are incorporated into these Terms by this reference and can be found here.
The Services and Software may be subject to export laws of the United States and other jurisdictions. The parties each represent to the other that it is not on any United States Government denied-party list. You will not permit access to or use of any Services or Software in a United States embargoed country or region or in violation of any United States export law or regulation (currently Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Lubansk, Belarus, and Russia). You shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the export of the Services or Software from the United States or the transfer of the Services or Software from any other location into another country.
If applicable and as provided under U.S. federal law and regulation, Bluebeam provides a pre-existing, commercial Service, including related Software and technology, for federal government end use solely in accordance with these Terms, and provides only the technical data and rights as provided herein. If a government agency has a “need for” rights not conveyed under these Terms, it must negotiate with Bluebeam to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein.
All notices required by the Terms shall be in writing, delivered to the address specified in section 8.12. above and via email to [email protected], and is effective upon receipt or if sent by email after 5pm United States Pacific Time the next business day. Notices to You shall be mailed to the physical address provided and/or emailed to the email address appointed by You, and if none, the email address of the contact provided in the Order.
Each party is an independent contractor and neither party is, nor shall be considered to be, an agent, employee or representative of the other.
The Terms are personal to You and may not be assigned, delegated, or otherwise transferred, without Bluebeam’s express written consent which may be withheld, delayed or conditioned in the sole discretion of Bluebeam. Notwithstanding the foregoing, in the event of the sale or transfer of substantially all of Your assets, or a sale, merger or change of control, You may assign any or all rights and obligations contained herein without consent if the assignee agrees in writing to be bound by the Terms; by providing written notice to Bluebeam; and all past due and owed fees are paid in fullprior to the assignment. Any attempt to assign Your rights or obligations under these Terms other than as permitted by this section will be void. Subject to the foregoing, these Terms will bind and inure upon to the benefit of successors and permitted assigns.
Neither party will be liable for any failure or delay in performance under these Terms for causes beyond that party’s reasonable control. Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused.
If any provision of the Terms is held to be unenforceable or invalid, the enforceability of the remaining provisions shall in no way be affected or impaired thereby but shall remain in full force and effect.
No failure or delay in enforcing any right, power or privilege granted herein will be deemed a waiver unless made in writing and signed by a duly authorized representative of the party providing the waiver. No single waiver will be considered a continuing or subsequent waiver.
You agree that any breach or alleged breach of the Terms may cause irreparable harm and significant injury to Bluebeam that may be difficult to ascertain and in which a remedy at law would be inadequate. Therefore, You agree that Bluebeam shall have the right to seek and obtain, without the posting of a bond, immediate injunctive relief to enforce the obligations under the Terms in addition to any other rights and remedies it may have.
The Terms, including all exhibits and addendums hereto, contain the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous discussion, understandings, communications, proposals, and agreements, whether written or oral. The parties agree that any term or condition stated in Your purchase order or in any other order documentation You provide, even is signed by both parties (excluding Bluebeam’s Order) is void and has no effect, nor creates any modification on these Terms.