Skip to content

PMWEB END USER LICENSE AGREEMENT 

PLEASE READ THIS PMWEB END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY. 

THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN SUBSCRIBER AND PMWeb, LLC, a DELAWARE LIMITED LIABILITY COMPANY (“PMWEB”) IN CONNECTION WITH THAT CERTAIN PROPOSAL, SALES QUOTATION, PURCHASE ORDER, ORDER FORM OR SALES AGREEMENT (COLLECTIVELY, THE “SALES AGREEMENT”) EXECUTED BY AND BETWEEN THE CUSTOMER IDENTIFIED IN THE SALES AGREEMENT (“SUBSCRIBER”), AND PMWEB AND GOVERNS SUBSCRIBER’S ACCESS TO AND USE OF PMWeb's Web, email, and database services or other designated websites or IP addresses identified on an Order Form, including associated documentation made available to Subscriber in written form or online, subscribed to by Subscriber under and pursuant to the SALES AGREEMENT (THE “PMWEB SERVICE”). TO THE EXTENT OF ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THE SALES AGREEMENT AND THE TERMS AND CONDITIONS OF THIS AGREEMENT, THIS AGREEMENT SHALL CONTROL WITH RESPECT TO THE PMWEB SERVICE. 

BY ACCESSING OR USING THE PMWEB SERVICE, SUBSCRIBER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN EFFECTIVE AS OF THE DATE THEREOF (THE “EFFECTIVE DATE”). IF SUBSCRIBER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, SUBSCRIBER SHOULD NOT ACCESS OR USE THE PMWEB SERVICE. IN ADDITION, BY ACCESSING OR OTHERWISE USING UPDATES THAT SUBSCRIBER RECEIVES AS PART OF SUPPORT AND MAINTENANCE SERVICES FOR THE PMWEB SERVICE, SUBSCRIBER AGREES TO BE BOUND BY ALL ADDITIONAL TERMS THAT MAY ACCOMPANY AND BE PRESENTED TO SUBSCRIBER IN CONNECTION WITH SUCH UPDATES. IF SUBSCRIBER DOES NOT AGREE TO ANY SUCH ADDITIONAL TERMS, SUBSCRIBER MUST NOT ACCESS OR USE SUCH UPDATES. 

  1. License to Receive the Service.

    1. Grant. PMWEB hereby grants the Subscriber, pursuant to and during the Term of each Order Form, a limited, non-exclusive, revocable, non-transferable non-assignable, non-sublicensable right of remote access to and use of the Service directly and by and through its Authorized Users, subject to the terms and conditions of the Agreement. All rights in the Service not expressly granted hereunder are reserved to PMWEB.

    2. Scope. The rights granted to Subscriber hereunder is solely for Subscriber’s internal business purposes (and not for resale or third-party distribution), and is limited to the remote access, display, and use of the Service by only an Authorized User as set forth herein. [The total number [and specific identity] of Authorized Users will not exceed the number [or vary from those as] set forth in the applicable Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. Subscriber shall have no right pursuant to this Agreement to access, use, display, or distribute the Service, in whole or in part, beyond the number of Authorized Users identified on the applicable Order Form. Subscriber may add additional Authorized Users by either executing a new Order Form or amending an existing Order Form. Subscriber is responsible for all activities that occur under Subscriber’s and any Authorized User’s accounts and shall at all times be responsible for taking appropriate steps to ensure that its Authorized Users are adhering to the requirements and limitations set forth in the Agreement. Subscriber agrees that: (a) Subscriber shall have sole responsibility for all acts and omissions of its Authorized Users, and any breach of the Agreement by any of Subscriber’s Authorized Users shall constitute a breach of the Agreement by Subscriber; (b) Subscriber shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify PMWEB promptly after becoming aware of any such unauthorized access or use, or upon learning that any of its Authorized Users have in any way violated or attempted to violate the prohibitions established in the Agreement; and (c) Subscriber shall comply with all applicable local, state, federal, and foreign laws in using the Service. Nothing in the Agreement shall obligate PMWEB to continue providing access to any Service beyond the date when PMWEB ceases providing such Service to subscribers generally.

    3. Restrictions on Use. Violation of this section voids any warranty and PMWeb reserves the right to refuse technical support to the Subscriber if any of the below are deemed to have occurred in violation of the terms of this License. Subscriber shall not edit, alter, abridge, or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not permit others to (including any Authorized User):

      1. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;

      2. Modify, translate, adapt, alter, or create derivative works from the Service;

      3. Copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service;

      4. Distribute, sublicense, rent, lease, loan [or grant any third-party access to or use of] the Service to any third party;

      5. Harvest, collect, gather, or assemble information or data regarding other subscribers;

      6. Transmit through or post on the Service unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors;

      7. Transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs;

      8. Interfere with or disrupt the integrity or performance of the Service or the data contained therein;

      9. Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service; or

      10. Harass or interfere with another subscriber or end-user’s use and enjoyment of the Service;

      11. Create customizations not using a .net application, stock procedures or the PMWeb API;

      12. Utilize PowerShell;

      13. Create report that update to the database. This must be done strictly via integrations and application code; 

      14. Modify existing or create new SQL procedures to modify system functionality or create or modify data, upload or extract to data for 3rd party integrations;

      15. Create database triggers to launch other functions or procedures;

      16. Update PMWeb base system values (Such as Workflow Approved, Rejected, etc. with special characters); or

      17. Creating SSRS reports that insert, delete and edit data vs. using the API and available system controls.

    4. Service. Subscriber shall acquire, install, operate, and maintain at Subscriber’s expense all communications lines, equipment, software, services, and related technology necessary to receive, access, and use the Service. Except as expressly stated herein or on an applicable Order Form, Subscriber is prohibited from and will have no right to  allow any third party (which may include agents, contractors, affiliates, or other third-party representatives acting on behalf of Company) to access and/or use the Service 

    5. Delivery and Acceptance. Licensor will make the Service available to Subscriber as indicated on the Order Form. The Service will be deemed accepted upon the Service Start Date. Any updates, bug fixes, or upgrades ("Corrections") to the Service will be deemed accepted by Subscriber on the day such Corrections are first made available to Subscriber or accessed by Subscriber, whichever is earlier.

  2. Copyright Protection; Use Restrictions; Subscriber License Grant.

    1. Subscriber agrees that the Service and all parts thereof, and its specifications, including without limitation the editorial coding and metadata contained therein, are the property of PMWEB or PMWEB's licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Subject only to limited rights to access and use the Service and Professional Services as expressly stated in the Agreement, as between the Parties, all rights, title and interest in and to the Service and all Professional Services, as applicable, and all hardware, software and other components of or used to provide the Service and/or Professional Services, and all intellectual property rights therein and related thereto in each case, will remain with and belong exclusively to PMWEB. 

    2. Subscriber agrees that only Authorized Users shall be permitted access to the Service as set forth in an Order Form executed by the Parties. Except as set forth herein or in an Order Form, no clients or other persons or entities who are not legal employees of Subscriber or independent contractors consulting for Subscriber in the ordinary course of Subscriber's business may be Authorized Users.

    3. Subscriber hereby grants to PMWEB all such rights and permissions in or relating to Subscriber Data and the Subscriber Marks as are necessary or useful to PMWEB and its licensors, vendors and suppliers (and their respective personnel) solely for PMWEB to perform its obligations, and exercise its rights, under the Agreement, the Order Forms, and the Task Orders, as applicable, and in marketing materials related to the Service and/or Professional Services. As between the Parties, Subscriber Data submitted by Subscriber to the Service, whether posted by Subscriber or by an Authorized User, remains the sole property of Subscriber and Subscriber reserves all right, title, and interest in the Subscriber Data. Notwithstanding any other provision in the Agreement, PMWEB may collect and use, for various and any lawful purposes (including compilation of statistical and performance information related to the provision and operation of the Platform and Services), and/or provide or otherwise disclose to third parties, certain data or information related to Subscriber’s use of the Service (including, without limitation, Authorized User registration and statistical information, such as usage or Authorized User traffic patterns), and/or data that is generated, computed, or derived from Subscriber Data by or on behalf of PMWEB; provided that in each case, such information is aggregated or de-identified such that it does not identify any Authorized User or Subscriber and contains no personally identifying information; and Subscriber expressly understands and agrees that the foregoing shall not constitute Subscriber Data for any purpose. 

    4. Subscriber hereby grants Licensor a non-exclusive, non-transferable, and royalty-free license to use Subscriber Marks for the limited purposes set forth in this Agreement, including as necessary for Licensor’s performance under this Agreement, to deliver the Service in accordance with this Agreement, and in marketing materials related to the Service.

    5. PMWEB will have the right to use, act upon, and freely exploit any suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Subscriber, an Authorized User, or any other third party acting on Subscriber’s behalf (collectively, “Feedback”), without any remuneration, fee, royalty, or expense of any kind, and Subscriber hereby assigns (and shall cause its Authorized Users to assign, as applicable) to PMWEB all rights, title, and interest in any such Feedback.

  3. Warranties; Each Party represents and warrants and represents that it has the authority to execute, deliver, and perform its obligations under the Agreement, and is duly organized or formed, and validly existing and in good standing under the laws of the state of its incorporation or formation. Subscriber further represents, warrants and covenants that: (i) Subscriber has all necessary rights, licenses, permissions, disclosures, and/or consents to provide to PMWEB the Subscriber Data as necessary for PMWEB to provide the Service and/or perform the Professional Services and otherwise fulfill its obligations under the Agreement; (ii) the Subscriber Data, in whole or in part, does not and shall not infringe, misappropriate, or otherwise violate any third party’s rights, including any patent, trademark, copyright, trade secret, or other intellectual property right, or contravene any applicable law; (iii) Subscriber shall comply with all applicable laws in the ordinary course of its business operations when accessing or using the Service and Professional Services, as applicable; and (iv) Subscriber shall not directly or indirectly engage in or solicit on, through, or in connection with its use of the Service and Professional Services any activities that violate or may violate any law. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND PMWEB DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, OR GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. SUBSCRIBER ACKNOWLEDGES THAT PMWEB DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY SUBSCRIBER FROM PMWEB THROUGH THE SERVICE OR ANY PROFESSIONAL SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. THE SERVICE AND PROFESSIONAL SERVICES ARE NOT INTENDED TO BE OR TO INCLUDE, AND DO NOT CONSTITUTE, LEGAL, ACCOUNTING, OR COMPLIANCE ADVICE OR COUNSEL, AND AS BETWEEN THE PARTIES, SUBSCRIBER IS SOLELY RESPONSIBLE FOR ITS OWN COMPLIANCE WITH LAWS IN THE COURSE OF ITS BUSINESS OPERATIONS. THE SERVICE AND PROFESSIONAL SERVICES DO NOT REPLACE THE NEED FOR SUBSCRIBER TO MAINTAIN REGULAR DATA BACK-UPS OR REDUNDANT DATA ARCHIVES, AND PMWEB HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF SUBSCRIBER DATA.

  4. Indemnification.

    1. Subscriber Indemnity. Subscriber, at its expense, will defend, indemnify, and hold PMWEB and its officers, directors, managers, members, shareholders, employees, agents, representatives, successors, and permitted assigns (the “PMWEB Parties”) harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, which arise from or relate to (i) Subscriber’s or its Authorized User’s use of the Service and/or Professional Services in breach of the Agreement (and not arising solely from the Service and/or Professional Services itself) or (ii) a claim, action, lawsuit, or proceeding made or brought against the PMWEB Parties by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a "PMWEB Claim") by way of PMWEB's use of any Subscriber Data, Subscriber Marks, or other information, materials or instructions provided by Subscriber in connection with the Agreement.

    2. PMWEB Indemnity. PMWEB, at its expense, will defend, indemnify, and hold Subscriber harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Subscriber to the extent such directly relates to a claim, action, lawsuit, or proceeding made or brought against Subscriber by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a "Subscriber Claim") by way of Subscriber's use of the Service as permitted under the Agreement.

    3. For purposes herein, each Party, when providing indemnification, will be termed an "Indemnifying Party" and each Party, when receiving the benefits of indemnification, shall be termed an "Indemnified Party." The term "Indemnified Party" will include the other Party's respective shareholders, officers, directors, administrators, managers, employees, servants and agents, and successors and assigns. The Indemnifying Party's obligations under this Section will be subject to the Indemnified Party providing the Indemnifying Party prompt notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim (at the Indemnifying Party's sole cost and expense), and granting the Indemnifying Party control over the defense and settlement of the same. The Indemnifying Party will have the right to consent to any settlement or judgment that is binding upon the Indemnifying Party.

    4. In the event a court of competent jurisdiction makes a determination that the Service infringes on or otherwise violates any third-party registered patent, trade secret, copyright, or trademark, or if PMWEB determines that the Service likely infringes or otherwise violates such third party's foregoing intellectual property rights, PMWEB, at its sole option and expense, will: (a) modify the allegedly infringing or violating portion of the Service so as to make it non-infringing and non-violating; (b) replace the allegedly infringing or violating Service, or any portion thereof, with a non-infringing and/or non-violating product having reasonably equivalent functionality; (c) obtain the right for Subscriber to continue using the allegedly infringing or violating portion of the Service; or (d) revoke the license to the allegedly infringing or violating Service and provide a prorata refund to Subscriber for all Fees prepaid for the Service and not yet earned by PMWEB.

    5. PMWEB will have no obligation under the Agreement relating to any indemnification if a Subscriber Claim results in whole or in part from any of the following: (i) Subscriber’s continued use of the infringing or violating Service after PMWEB first makes an applicable Correction available to Subscriber; (ii) modification of the Service by anyone other than PMWEB or its duly authorized representative or designee;  (iii) the combination, operation or use of the Service with other hardware or software where the Service would not by itself be infringing; (iv) PMWEB’s compliance with designs, data, instructions or specifications provided by Subscriber; or (v) Subscriber’s use of the Service in any manner other than as permitted under the Agreement. The provisions of this Section 10 state the sole, exclusive and entire liability of PMWEB to Subscriber and Subscriber’s sole remedy with respect to a Subscriber Claim.

  5. Limitation of Liability. THE PMWEB PARTIES SHALL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA SUBSCRIBER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF PMWEB), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THE AGREEMENT, THE SERVICE OR PROFESSIONAL SERVICES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF PMWEB PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. EXCEPT FOR PMWEB’S INDEMNIFICATION OBLIGATIONS FOR INTELLECTUAL PROPERTY INFRINGEMENT PURSUANT TO SECTION 10, IN NO EVENT WILL THE LIABILITY OF PMWEB PARTIES ARISING OUT OF ANY CLAIM RELATED TO THE AGREEMENTEXCEED THE AGGREGATE AMOUNT PAID BY SUBSCRIBER PURSUANT TO THE APPLICABLE ORDER FORM OR TASK ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM; PROVIDED, FURTHER, THAT IN NO EVENT SHALL PMWEB’S AGGREGATE LIABILITY TO SUBSCRIBER ARISING OUT OF OR RELATED TO ITS PMWEB INDEMNIFICATION OBLIGATIONS FOR INTELLECTUAL PROPERTY INFRINGEMENT PURSUANT TO SECTION 10 EXCEED THE AGGREGATE AMOUNT PAID BY SUBSCRIBER PURSUANT TO THE APPLICABLE ORDER FORM OR TASK ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PMWEB PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS OF LIABILITY PROVIDED FOR HEREIN APPLY IN AGGREGATE TO ANY AND ALL CLAIMS BY SUBSCRIBER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.