SOFTWARE-AS-SERVICE (“SaaS”) AGREEMENT

This SaaS Agreement (this “Agreement”) is made as of the Effective Date set forth in the corresponding Order (the “Effective Date”) by and between Jacobs Engineering Group, Inc., a Delaware corporation with a principal place of business at 1999 Bryan St. #1200, Dallas, Texas, 75201 (“Jacobs”) and Customer, as defined in the corresponding Order, the terms of which are incorporated by reference herein. In the event of any conflicts between the terms of the Order and the terms of this Agreement, the terms of the Order shall prevail.

1. DEFINITIONS

1.1 Customer Data means any Customer or third party data provided under license by the Customer to Jacobs for the performance of the Services.

1.2 Services means the subscription services offered by Jacobs to Customer, including, without limitation, access to Jacobs and its licensors’ hosted software and to Jacobs Data and Third Party Data, as more fully described in an Order.

1.3 Order means the corresponding ordering document entered into between the parties which specifies the Services to be accessed, the scope of access, permitted use, and any special restrictions.

1.4 Output Data means data that is generated by Jacobs as a result of the Services.

1.5 Jacobs Data means data owned or otherwise developed or created by Jacobs which is provided by Jacobs to Customer as part of the Services. Jacobs Data does not include Third-Party Data and Customer Data.

1.6 Third-Party Material means any and all software or data owned or otherwise developed or created by third parties and provided to Customer as part of the Services. Third-Party Material does not include third-party obtained by Customer and provided by Customer to Jacobs as part of the Customer Data.

2. ACCESS

2.1 Access
Jacobs grants to Customer, for the subscription term specified in the applicable Order, the right to access the Services. Jacobs reserves all rights to the Service not expressly granted by this Agreement.

2.2 Acceptance
This Agreement constitutes a binding legal agreement between Jacobs, on one hand, and Customer and each employee, representative or other user who is designated as an authorized user and who is issued a username and password (an “Authorized User”), on the other hand. Customer is solely responsible for the acts and omissions of its Authorized Users and of any individual using the username and password of its Authorized Users. Each Customer and Authorized User will be required to demonstrate agreement with this Agreement by reviewing this Agreement and checking the box on the web page that says “I have read and agree to the terms and conditions of the Subscription Agreement.” By checking the “I Agree” box, each of Customer and Authorized Users agrees to be bound by this Agreement. If you do not agree to be bound, you should not check the “I Agree” box, and you will not be provided access to the Services.

2.3 Limitations on Access
Customer shall not:
(a) sell, lease or sublease access to the Services;
(b) copy, decompile, or reverse engineer any portion of the Services;
(c) use the Services to provide services to third parties, including, but not limited to, on a commercial timesharing, rental or sharing arrangements, or on a “service bureau” basis;
(d) remove any Jacobs or its licensors titles, trademark symbols, copyright symbols and restrictive legends;
(e) bypass or disable any protections that may be put in place to provide security for the Services or to protect against non-authorized access to the Services;
(f) use the Services to store, transmit or produce infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
(g) use the Services to transmit viruses, Trojan horses and other harmful or malicious code; or
(h) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.

2.4 Third-Party Material
The Services include access to Third Party Material which is owned by persons or entities other than Jacobs and that may be provided to Customer pursuant to terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). A list of all Third-Party Licenses can be found specify where and the applicable Third-Party Licenses are accessible via links therefrom. Customer shall be bound by and shall comply with all Third-Party Licenses. Any breach by Customer or any of its authorized users of any Third-Party License is also a breach of this Agreement.

2.5 Reasonable Precautions
Customer shall implement, and shall take measures to maintain, reasonable and appropriate administrative, technical, and physical security safeguards designed to:
(i) ensure compliance with the limitations in Section 2.2;
(ii) protect against anticipated threats or hazards to the security or integrity of the Services; and
(iii) protect against unauthorized access or use of the Services.

2.6 Privacy Policy
If any of the Services collect or store individually identifiable personal information, the terms of Jacobs Privacy Policy (as may be amended from time to time) will apply.

2.7 Excess Use
By registering for the Services, Customer will be provided usernames and passwords provided in the Order (“Permitted Use”). If Customer exceeds its Permitted Use as provided in an Order, Customer will promptly notify Jacobs and within thirty (30) days thereafter:
(i) disable unpermitted or excess use; or
(ii) purchase additional usernames and passwords. Jacobs may review Customer’s use of the Services, and Customer shall provide any reasonable assistance, to verify Customer’s compliance with the Agreement. Jacobs may suspend Customer’s use of the Services after giving thirty (30) days’ written notice of non-compliance identified in such review, in addition to any other rights or remedies Jacobs may have.

3. ACCOUNT AND PASSWORD

Once an account is created for each Authorized User acting on behalf of Jacobs, each Authorized User will be assigned a specific role or permission. The username and password are confidential information and should be used solely by Customer to access its account and use the Services. Customer and Authorized Users cannot share their usernames and passwords with other Authorized Users or third parties. Customer and Authorized Users cannot exchange username and passwords in an attempt to exercise the specific role or permission given to another Authorized User. Customer is responsible for keeping the username and password confidential. Customer must take all reasonable steps to prevent unauthorized access to Customer’s username and password. Customer will immediately notify Jacobs of any unauthorized access to the Services. Jacobs is not responsible for any losses due to stolen or hacked passwords.

4. SERVICES

4.1 Consulting Services
On Customer’s request, Jacobs may perform consulting and professional services for Customer. Any such consulting services performed by Jacobs will be governed by a separate Consulting Agreement executed by the parties.

4.2 Support Services
If applicable, maintenance and/or support services will be provided pursuant to the Order.

5. COMPENSATION; PAYMENT TERMS; TAXES

5.1 Customer will pay to Jacobs the fees set out in each Order. Except as expressly set forth in the applicable Order, Customer shall pay each invoice in full within thirty (30) days after the date of invoice in U.S. dollars. If Customer is delinquent in payment of amounts for the Services owed hereunder, Jacobs may give notice to Customer of such delinquency and, in such case, Customer will have thirty (30) days from receipt of Jacobs’ written notice to cure the delinquency. Notwithstanding Section 10.2 (“Termination”) hereof, the fees set out in each Order are non-refundable.

5.2 Jacobs will be entitled to late-payment fees on undisputed amounts due if payments are not received within thirty (30) days after the due date. Late payment fees are defined as the lesser of one and a half percent (1.5%) of the amount due, compounded each subsequent thirty (30) day period that invoices remain unpaid, or the maximum amount permitted by law. Customer will promptly notify Jacobs of any amounts disputed in good faith. The parties will make a good faith attempt to amicably resolve any disputes regarding amounts billed.

5.3 All charges will be exclusive of any taxes and Customer shall be financially responsible for all sales or services taxes that are assessed on the Services, excluding any withholding or taxes based upon Jacobs’ income.

6. PROPRIETARY RIGHTS

6.1 Ownership
As between Jacobs and Customer, all rights, title, and interest in and to all intellectual property rights in Jacobs’ confidential information and Services as well as any applicable developments and enhancements thereto are owned exclusively by Jacobs and its licensors. As between Jacobs and Customer, all Customer Data shall be deemed owned by Customer. Customer represents that Customer Data does not infringe the intellectual property rights or personal rights (including copyright, trademark, trade dress, patent or other rights) of any third party. Customer also represents that it has all rights, permissions and licenses to provide Jacobs with access to Customer Data pursuant to the terms and for the purposes set forth in this Agreement. Customer hereby grants to Jacobs a limited, non-exclusive right and license during the term to access and use the Customer Data solely to provide the Services. Jacobs retains the right to use the Customer Data for the purposes of providing training services or performing analytics on the Service, or for improving or enhancing the Service or other products or services offered by Jacobs.

6.2 Feedback
Customer assigns to Jacobs all right, title, and interest (including all rights in copyright and resulting patents) in any suggestions, enhancements, recommendations or other feedback provided by Customer.

7. CONFIDENTIALITY

The parties shall keep in strict confidence all the confidential materials and information disclosed by the other party in connection with the Services or this Agreement. Upon the termination of this Agreement, the parties will also, at the request of the other party, return all documents, information or software containing any confidential information, or destroy them on its own and delete confidential information from all memory devices. Without the prior written consent of the party, the other party shall not disclose, offer or transfer to any third party the confidential information.

8. NO WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, JACOBS SPECIFICALLY DOES NOT WARRANT THAT THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS OR THAT THEY WILL BE ACCURATE, WITHOUT INTERRUPTION OR ERROR. CUSTOMER ACKNOWLEDGES THAT IN ENTERING THIS AGREEMENT IT HAS NOT RELIED ON ANY PROMISE, WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN OR INCORPORATED INTO THIS AGREEMENT BY REFERENCE.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification

(a) Customer hereby agrees to indemnify and defend Jacobs and its directors, officers, agents and employees, and hold them harmless, against any and all third party claims, suits, actions, loss, damages, liabilities, costs or expenses (including reasonable attorneys’ fees) to the extent arising out of:
(i) Customer’s non-compliance with all applicable laws, or the violation of any applicable law or regulation;
(ii) Customer’s use of the Services; and
(iii) Customer’s breach of its confidentiality obligations or any other term of this Agreement.

(b) Jacobs hereby agrees to indemnify and defend Customer and its directors, officers, agents and employees, and hold them harmless, against any third party claims, suits, actions, loss, damages, liabilities costs or expenses (including reasonable attorneys’ fees) to the extent arising out of:
(i) Jacobs’ infringement of any copyright or other intellectual property rights of any third party; and
(ii) Jacobs’ breach of its confidentiality obligations under this Agreement. If the Services, or any portion thereof become subject to any third party suit, claim, action or demand (“Claim”) or in Jacobs’ reasonable judgment is likely to become subject to a Claim alleging that it infringes, misappropriates or violates a third party’s intellectual property rights, Jacobs may within a reasonable time, at its sole option and expense, either:
(i) secure for Customer the right to continue the use of such item;
(ii) replace such item with a substantially equivalent item not subject to any such Claim;
(iii) modify such item so that it becomes no longer subject to any such Claim; or
(iv) contest the Claim. If Jacobs determines, in Jacobs’ reasonable discretion, that it is not commercially feasible to either procure the right to continued use of the applicable item or to replace or modify the applicable item as provided in clauses (i), (ii) or (iii) of the immediately preceding sentence, Jacobs may terminate access to the item and Jacobs’ sole liability under this Section shall be to refund Customer all fees and expenses paid by Customer to Jacobs for such item. THIS SECTION 9.1 STATES EACH PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR THIRD PARTY INFRINGEMENT CLAIMS AND ACTIONS.

9.2 Process
All of the foregoing indemnity obligations of Jacobs and Customer are conditioned on:
(i) the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, provided that failure to give prompt notice shall not relieve the indemnifying party’s obligation hereunder unless the indemnifying party’s ability to defend the Claim is prejudiced in a material way;
(ii) the indemnified party giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and
(iii) the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense.

9.3 Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR EXPENSES ARISING OUT OF THIS AGREEMENT EVEN IF IT HAS BEEN ADVISED OF THE POSSIBLE EXISTENCE OF SUCH LIABILITY.

EXCEPT FOR CLAIMS RELATING TO A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS AND INDEMNIFICATION, TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE CONTRACT AMOUNT PAID BY CUSTOMER TO JACOBS DURING THE PREVIOUS TWELVE (12) MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

10. TERM AND TERMINATION

10.1 Term
This Agreement shall be effective as of the date set forth in the applicable Order and shall continue in full force and effect until (a) the end date set forth in such Order or, if no end date is specified, then upon the expiration of termination of this Agreement; or (b) termination in accordance with the terms of this Agreement or the applicable Order.

10.2 Termination

(a) Jacobs may terminate the Agreement for any or no reason upon notice to Customer.

(b) If any breach of this Agreement or of a Order occurs, and such breach is not cured within thirty (30) days after written notice from the non-defaulting party, the non-breaching party shall have the right to terminate this Agreement or the affected Order by giving written notice of termination to the breaching party, which termination shall be effective thirty (30) days after receipt of such written notice of termination.

(c) Without limiting the general application of Section 10.2(a), if Jacobs reasonably believes that Customer is violating or has violated Section 2.3 in any material way, Jacobs may suspend Customer access to the Services immediately upon notice to Customer. If after good-faith discussion with Customer, Jacobs believes in its sole discretion that Customer is violating or has violated Section 2.3 in any material way, Jacobs may terminate this Agreement or any Order immediately upon notice to Customer.

(d) Either party may terminate this Agreement or any Order immediately upon notice to the other party if the other party becomes insolvent, is dissolved or liquidated, has a petition in bankruptcy, reorganization, dissolution or liquidation, or similar action filed by or against it, is adjudicated a bankrupt, has a receiver appointed for its business, or makes an assignment for the benefit of creditors.

10.3 Effect of Termination

(a) Upon expiration or other termination of the Agreement or any Order for any reason, Customer shall stop using, and Jacobs shall stop providing access to the Services, as the case may be. Subject to the payment by Customer of the applicable hosting fees, Customer shall remain entitled to access and use the Output Data.

(b) Any and all rates, fees and charges set forth in an Order shall be firm and binding for the Order term. In the event this Agreement expires or is terminated by Customer as permitted by Section 10.2, all of the Orders then in effect shall also terminate unless Customer expressly requests otherwise. In the event that Customer requests that one or more Orders not terminate as set forth in the preceding sentence, then the terms and conditions of this Agreement shall continue in full force and effect, and shall continue to apply, with respect to such Orders for the respective subscription terms.

(c) Upon the expiration or termination of this Agreement for any reason, Sections 2.1-2.3, 6, 7, 8, 9, 10.3 and Section 11 of this Agreement, together with any other provision required for their construction or enforcement, shall survive termination of this Agreement for any reason.

11. MISCELLANEOUS

11.1 This Agreement will be governed by the laws of the State of Texas, without regard to the principles of conflicts of laws thereof.

11.2 This Agreement does not create a joint venture, partnership, employment relationship or other agency relationship between the parties.

11.3 Each party will comply with all applicable federal, state and local laws, rules and regulations, including export regulations and privacy laws. Customer will be solely responsible for the Customer Data and will comply with all laws, rules and regulations relating to the use, disclosure and transmission of such data.

11.4 Jacobs may change or discontinue the Services and any features at any time. If Customer does not wish to continue using the modified Services or if Services are discontinued, Customer may terminate the Services and will be entitled to a refund for the remaining period. Jacobs may change the terms of this Agreement at any time. The new terms will be effective on the first day of the next billing cycle and will apply thereafter. By continuing to use the Services after any such changes, Customer agrees to be bound by such changes. If Customer does not wish to agree to the new terms, Customer must stop using the Services immediately.

11.5 Except for Customer’s payment obligations, neither party is responsible from any delay or failure to perform resulting from causes beyond its reasonable control.

11.6 Any failure or delay on the part of either party in the exercise of any right or privilege hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or privilege preclude other or further exercise thereof or of any other right or privilege. All waivers and consents, if any, given hereunder shall be in writing.

11.7 Neither party shall assign this Agreement nor any of its rights, interests, privileges, licenses or obligations hereunder without the other party’s prior written permission; notwithstanding the foregoing either party may assign its rights hereunder to any successor in interest to all or substantially all of such party’s assets to which this Agreement pertains.

11.8 The headings in this Agreement are inserted for convenience of reference only, and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

11.9 In the event that any provision of this Agreement is found to be invalid, voidable or unenforceable by any court of law with competent jurisdiction, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall not affect either the validity of this Agreement or the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.

11.10 Any rights and obligations which by their nature survive and continue after the end of this Agreement shall survive and continue and shall bind the parties and their successors and assigns, until such obligations are fulfilled.

11.11 This Agreement and any Orders constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

11.12 Unless otherwise provided in this Agreement, all notices, requests, consents and other communications required or permitted under this Agreement will be in writing and will be sent to each party at the address set out in the preamble of this Agreement, the Order, or any address later provided by such party. All notices will be sent by registered or certified mail, or reputable overnight courier. All notices sent by registered or certified mail will be deemed effective on the fifth day after deposit in the mail. All notices sent by overnight carrier will be deemed effective the day after deposit or transmission, as applicable.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE LEGALLY BOUND BY IT.