HomeMy WebLinkAboutBluebeam, Inc. Studio Prime License and Subscription Agreement 2022 03 30 DocuSign Envelope ID: D4B85DB6-6A98-488D-BEA3-CE48919C45B3
STUDIO PRIME
LICENSE AND SUBSCRIPTION AGREEMENT
This Studio Prime License and Subscription Agreement (the "Agreement") is entered into by and between
Bluebeam,Inc. ("Bluebeam")and the undersigned("Licensee"or"City")and made effective as of the date signed
by Bluebeam below.
1. DEFINITIONS.
a. "Documentation"includes the Studio Terms of Use(www.bluebeam.com/legal/studio-terms-of-use),this
Agreement, Bluebeam's Privacy Policy (www.bluebeam.com/legal/privacy-policy), and the
documentation published by Bluebeam on its website (www.bluebeam.com) with regard to the Studio
Prime services.
b. "Licensed User" means Licensee or any employee, agent or other individual that Licensee has duly
authorized to access and use the Software pursuant to the applicable end-user license agreement for the
Software.
c. "Prime Administrator"means one or more persons designated by Licensee to administer Licensee's Studio
Prime Account.
d. "Prime Collaborator" means any Studio User who is invited by a Prime Member to be an Attendee in a
Project or Session as such terms are defined in the Studio Terms of Use.
e. "Prime Member" means a Licensed User who is invited by a Prime Administrator to join Licensee's Studio
Prime Account. Upon the Licensed User's acceptance to join a Studio Prime Account,that licensed User's
Studio account becomes a managed account under the Studio Prime Account to be managed and
controlled by Licensee.
f. "Prorated Subscription Fees"mean the Subscription Fees in effect on the date the User Level is increased
that is prorated over the remainder of the Initial Term or Renewal Term,as applicable.
g. "Software" means the Revu® software application for editing, managing, marking-up, designing and
sharing PDF documents.
h. "Studio" means a cloud-based collaboration platform accessible via the Software that connects Studio
Users and gives them the ability to communicate and markup and review documents in real-time.
i. "Studio Prime" means the optional, paid subscription service that provides Licensee with advanced
administrative functionality and visibility over the Licensed User's Studio usage activity and access to third
party application integrations.
j. "Studio Prime Account" means the account created for Licensee upon the execution ofthis Agreement.
k. "Studio User" means any individual who has established a Bluebeam user account, has agreed to the
Studio Terms of Use, and thereafter accesses and uses the Studio services.
I. "Subscription Fees"are the annual subscription fees due in exchange for access and use of Studio Prime.
m. "User Level" means a combination of Licensee's Prime Administrators, Prime Collaborators and Prime
Members.
2. UCENSETO USESTUDIO PRIME. Subject to Licensee's acceptance of and on-going compliance with this Agreement,
Bluebeam grants Licensee a limited, non-sublicensable, non-transferable, non-exclusive, revocable right and
license to access and use the Studio Prime services during the Initial Term and any applicable Renewal Term
in accordance with the Documentation. The Studio Prime services may only be used by Licensee and
Licensee's Prime Administrator, Prime Members and Prime Collaborators and only for Licensee's own lawful
business purposes.
3. RESERVATION OF RIGHTS. All right, title, and interest in and to Studio Prime and the related services and
Documentation,including,without limitation,all copyrights,patents(whether pending or issued),trade secret
rights, trademarks, and other intellectual property, are owned and retained by Bluebeam. All rights not
expressly granted or licensed to Licensee herein are reserved.
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4. GENERALTERMS.
a. Modifications. Bluebeam reserves the right to revise, modify or update Studio Prime from time to time
in its sole discretion to add new features orfunctionality or modify existing features or functionality.
b. User Level Restrictions. Licensee may only have such number of Prime Administrators, Prime
Collaborators and Prime Members access and use Licensee's Studio Prime account that equals the User
Level paid for by Licensee. Licensee may increase the User Level at any time upon written notice to
Bluebeam and payment of the Prorated Subscription Fees. Licensee may decrease the User Level upon
written notice to Bluebeam made at least thirty (30) days prior to each applicable Renewal Date. Any
such decrease shall be effective on the Renewal Date for the following Renewal Term.
c. Prime Administrators. Licensee acknowledges and agrees that Prime Administrator are solely responsible
for (a) inviting Studio Users to become Prime Members or Prime Collaborators; (b) managing all Prime
Member and Prime Collaborator accounts (including, without limitation, access and permissions to
Projects and Sessions for which they are Attendees);(c)assign,create,modify and remove Prime Member
and Prime Collaborator permission and restrictions; (d) managing and controlling all content (including,
without limitation, Project Files and Sessions Files) created or uploaded into or used in connection with
the Studio Prime Account.
d. Prime Members. Licensee acknowledges and agrees that it shall inform and instruct all Prime Members
under Licensee's Studio Prime Account of the following: (a)the Prime Member's Studio account will be
under the exclusive control of the Prime Administrator; (b)the Prime Administrator can and will access
the account and related content, create and modify permissions related to the account and otherwise
monitor the Prime Members usage of the account;and (c)the Prime Member may only have one Studio
account,which is the Prime Member account.
5. SUBSCRIPTION FEES AND PAYMENT TERMS.
a. Subscription Fees. Licensee agrees to pay the Subscription Fees in effect on the Effective Date for the
Initial Term. Licensee further agrees to pay the Subscription Fees in effect on each Renewal Date for each
applicable Renewal Term. Provided there is a change in the User Level during the Initial Term or any
Renewal Term,Licensee agrees to pay Bluebeam the Prorated Subscription Fees.
b. Payment Terms. Bluebeam shall invoice Licensee for the Subscription Fees and Prorated Subscription
Fees, if applicable, and Licensee agrees to pay all such invoices in accordance with Florida's Prompt
Payment Act,s.218.70 et.seq.,Florida Statute.Subscription Fees and Prorated Subscription Fees are non-
transferable and non-refundable.
c. Past Due Accounts. Failure to make any payment required hereunder within forty-five (45) days of the
Renewal Date will cause this Agreement toterminate upon ten(10)days'written notice and furtheraccess
to the Studio Prime services will cease.
6. TERM AND TERMINATION.
a. Term. This Agreement shall commence upon the Effective Date and continue for a period of one(1)year
(the "Initial Term"). The Initial Term shall renew for additional periods of one(1)year(each a "Renewal
Term"). Licensee's payment of the Subscription Fees on or before the Renewal Date or according to the
terms of the applicable invoice Bluebeam provides to Licensee. Unless otherwise notified in writing at
least thirty (30) days prior to each Renewal Date,this Agreement shall renew at the same User Level as
the Initial Term or previous Renewal Term as applicable. The Initial Term and all Renewal Terms are
collectively referred to herein as the"Term". The"Renewal Date"is the date that is one(1)year following
the Effective Date and each annual reoccurrence thereof.
b. Termination. This Agreement may be terminated (a) by either party providing written notice of
termination to the other party at least forty-five (45) days prior to the end of the Initial Term or any
applicable Renewal Term;or(b)pursuant to the terms of Section 5.c.7(c)pursuant to the terms of Section
7•or(d)by either party if a material breach of any provision of this Agreement has been committed by the
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other party,which is not cured within thirty(30)days of written notice.Such notice shall expressly state
all reasons for the claimed breach in sufficient detail so as to provide the other party a meaningful
opportunityto cure such alleged breach. If this Agreement is terminated as a result of Bluebeam's breach
of this Agreement,then Licensee shall be entitled to a refund of the pro-rata portion of any fees pre-paid
by Licensee under this Agreement to the extent unearned by Bluebeam as of the effective date of
termination or expiration.
c. Effective of Termination. Upon the termination of this Agreement, the license provided herein and
Licensee's access and use of the Studio Prime services shall immediately cease.
7. RIGHT To AUDIT. Bluebeam reserves the right to periodically conduct audits of Licensee's use of the Studio
Prime services to verify compliance with the terms of this Agreement (each an "Audit"). Licensee shall be
given no less than ten(10)days prior written notice of Bluebeam's intent to conduct an Audit. Audits will be
conducted during Licensee's normal business hours and will occur no more than once in any twelve(12)month
period. In the event an Audit shows that Licensee's actual use of the Studio Prime services exceeds the User
Level paid for, Bluebeam shall have the right to immediately invoice Licensee for the unauthorized use,
including applicable late fees and interest at the legally allowable rate,and the reasonable costs of the Audit.
If Licensee fails to pay such invoice on Net 15 day terms,Bluebeam may terminate this Agreement in additional
to all other remedies that may be available to it in law or in equity.
8. DISCLAIMERS OF WARRANTY;LIMITATION OF LIABILITY.
a. DISCLAIMER OF WARRANTIES. STUDIO AND STUDIO PRIME ARE PROVIDED"AS IS"AND "AS AVAILABLE"
AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER. BLUEBEAM DOES NOT WARRANT THAT THE
FEATURES AND FUNCTIONS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF SERVICES
WILL BE UNINTERRUPTED OR ERROR-FREE. BLUEBEAM EXPRESSLY DISCLAIMS ALL WARRANTIES,EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, LACK OF VIRUSES,
ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS,IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES THAT BLUEBEAM DOES NOT
WARRANTTHAT THE SERVICES WILL BE UNINTERRUPTED,TIMELY,SECURE OR ERROR-FREE.
b. LIMITATION OF LIABILITY. OTHER THAN IN CONNECTION WITH A PARTY'S INDEMNIFICATION
OBLIGATIONS HEREUNDER, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL LICENSEE OR BLUEBEAM BE LIABLE FOR ANY LIABILITY, LOST REVENUES, LOST PROFITS,OR
ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER OR
HOWEVER CAUSED ARISING OUT OF OR IN ANYWAY RELATED TO THESE SERVICES WHETHER OR NOTTHE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. . IN NO EVENT SHALL BLUEBEAM BE
LIABLE FOR ANY DIRECT LIABILITY GREATER THAN THE TOTAL FEES PAID BY LICENSEE TO BLUEBEAM
UNDER THIS AGREEMENT IN THE PREVIOUS TWELVE(12)MONTH PERIOD FROM A CLAIM.
9. CONFIDENTIALITY. INTENTIONALLY DELETED.
10. GOVERNING LAW. This Agreement is made and shall be interpreted, construed, governed, and enforced in
accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Brevard
County, Florida. Venue for any federal action or litigation shall be Orlando, Florida. The application of the
United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
11. CONTROLLING LANGUAGE. This Agreement has been prepared in the English language and the English language
shall control its interpretation. All notices to be provided by either party hereto shall be in the English
language. In the event of any conflict between the English language version and any translation of this EULA
that may be provided for convenience only,the English language meaning shall control.
12. NOTICES. Any notice or other communications required by this Agreement shall be in writing and sent as
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follows: Bluebeam shall provide all formal contract notices, such as termination, notices of default, and
notices of force majeure events, in writing and either by personal delivery,overnight courier services, or by
registered or certified mail and U.S. Mail, postage prepaid, addressed to the City Manager at the address
below.Notices to Bluebeam shall be by email to:legal@bluebeam.Com. Any Notice given as provided herein
shall be deemed received as follows: if delivered by personal service,on the date so delivered; if delivered to
an overnight courier service,on the business day immediately following delivery to such service;and if mailed,
on the third business day after mailing. Notices will be considered given and received the date an email is
sent unless the actual date sent is not a business day (based on the recipient's time zone) then the next
business day in the jurisdiction in which the recipient is located shall be considered the date of delivery. Day-
to-day correspondence relating to the Studio Prime software may be sent to the Prime Administrator.
13. NO ASSIGNMENT. This Agreement may not be transferred or assigned, voluntarily, by operation of law or
otherwise,without either party's express written consent which may be withheld, delayed or conditioned in
the sole discretion of non-requesting party.Provided consent is granted,this Agreement shall be binding upon
the assignee in the same manner that it is binding upon Licensee.
14. PUBLIC RECORDS. The terms and conditions set forth in this Section shall survive the termination of this
Agreement.The Bluebeam acknowledges that the Licensee is a Florida municipal corporation and subject to
the Florida Public Records Law. Bluebeam agrees that to the extent any document produced by Bluebeam
under this Agreement constitutes a Public Record;Bluebeam shall comply with the Florida Public Records Law.
15. E-VERIFY. Pursuant to section 448.095, Florida Statutes, beginning January 1„2021, Contractors, which shall
include Bluebeam, shall register with and use the U.S. Department of Homeland Security's E-Verify system,
htt,gs:Z/e-verify..uscis.gov/`emp to verify the work authorization status of all employees hired on and after
January 1,2021.
16. CONTROLLING TERMS. In the event of any conflict between this Agreement and the Terms of Use,this Agreement
shall control.
17. FORCE MAJEURE. Neither Party shall be responsible for any failure to perform or delay in performing any of its
obligations under this Agreement(otherthan a failure to comply with payment obligations)where and to the
extent that such failure or delay results from an unforeseeable event beyond a party's reasonable control,
including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labor
shortage or dispute;changes in government codes,ordinances, laws,rules,regulations or restrictions;failure
of the Internet;terrorist acts;failure of data, products or services controlled by any third party, including the
providers of communications or network services;utility power failure; material shortages or unavailability or
other delay in delivery not resulting from the responsible party's failure to timely place orders therefor, or
lack of or delay in transportation(each a"Force Majeure Event"), provided that prompt notice of such failure
to perform or delay is given by such party to the other and each of the parties hereunto shall be diligent in
attempting to remove such cause or causes of the Force Majeure Event. If any circumstance of a Force
Majeure Event remains in effect for sixty days,either party may terminate this Agreement.
(Signature page immediately follows)
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective authorized
representatives.
For and on behalf of Licensee: Cif of Winter Snrins
Licensee's Address: 1126 East State Road 4341 Winter Springs, Florida 32708
Signed:
Print Name: Title:
Date Signed: 3 1 �o V - Telephone: Ol-� l EIP2
Email: � IJY �l2t L)5SF- ..- 049
Prime Administrator Information:
Licensee is required to name a Studio User as the Prime Administrator and the account to which this Studio
Prime license will be established. It can be changed by Licensee at a later time,
Name: Jonathan Duryea
Telephone: 407-327-7571
Studio User ID: jduryea@winterspringsfl.org
For and on behalf of Bluebeam,Inc.
A Delaware corporation located at 443 S.Raymond Avenue, Pasadena,California 91105 USA
Docusigned by:
Signei� �bV'b
FDE8B6911798436_
Print Name: Mary Santoro
Title: VP, Global sales
Date Signed: 30-Mar-2022
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