Master Subscription Agreement

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MASTER SUBSCRIPTION AGREEMENT

Please be advised that we have updated our master subscription agreement and our general terms and conditions. Our new subscription agreement may be found below and our new general terms and conditions may be found here. The new agreement and new terms and conditions affect only new subscriptions and subscription renewals beginning on June 12, 2019. For new subscriptions or renewals purchased prior to June 12, 2019, the applicable terms may be found here.

THIS PLANGRID MASTER SUBSCRIPTION AGREEMENT (“MSA”) entered into as of the Effective Date, by and between PlanGrid, Inc., a Delaware corporation, with its principal place of business at 2111 Mission Street, 4th Floor, San Francisco, CA 94110 (“Company”) and the individual or entity entering into an Order Form referencing this MSA, registering online for a paid subscription, or registering for a free trial (“Customer”). By clicking “I Accept,” submitting or executing an Order Form, or accessing or using the Services pursuant to a free trial, Customer acknowledges and agrees that Customer has read and agrees to be bound by the terms and conditions of this Agreement (as defined below). Capitalized terms not otherwise defined have the meanings ascribed to them in the Definitions section of this MSA or the General Terms.

1. DEFINITIONS.

1.1. “Agreement” means, collectively, this MSA, the General Terms and any exhibits attached hereto, as well as any Order Form executed by the parties.

1.2. “Documentation” means the online help Company provides for use with an applicable Service.

1.3. “Effective Date” means (i) in the case of a free trial, the date on which Customer clicks “I Accept” or otherwise first accesses or uses a Service; (ii) in the case of Customer’s initial purchase of a subscription to a Service via an Order Form submitted electronically, the earlier of the date on which Customer clicks “I Accept” or submits such Order Form electronically; or (iii) in the case of Customer’s initial purchase of a subscription to a Service other than through an electronic submission (i.e., in writing), the effective date set forth date on such Order Form or, in the absence of such date, the date on which the unaltered Order Form is signed by Customer (or, if altered, counter-signed by Company).

1.4. “General Terms” will have the meaning set forth in Section 2.1.

1.5. “Order Form” means a document that details the Service(s) to be provided by Company, the associated fees, and other related details, including, if applicable, an online form accompanying a credit card-based transaction for a Service. If multiple Order Forms will apply to this Agreement, each will have its own unique identifier. Each Order Form is intended to define a separate contract particular to that order, incorporating by reference this MSA, the General Terms and any exhibits hereto or thereto. An Order Form may also contain other terms or conditions, mutually agreed upon in writing by Company and Customer, which apply specifically to that particular order/contract. Customer agrees that each Order Form will be signed by a representative having the authority to bind Customer, and that Company may rely on this clause in order to presume that such representative has such authority.

1.6. “Professional Services” means the implementation, configuration, and/or training, services to be provided by Company to Customer pursuant to an Order Form.

1.7. “Service(s)” means one or more of the SaaS-based services provided by Company pursuant to an Order Form.

1.8. “Service Term” means the Order Form-specified period during which the applicable Service is made available by Company.

2. GENERAL CONDITIONS.

2.1. GENERAL TERMS; ORDER OF PRIORITY. All terms of the General Terms, including the PlanGrid Service-specific special terms (collectively, the “General Terms”), currently available at www.autodesk.com/termsofservice, are explicitly incorporated herein by reference and are hereby accepted. In addition, the General Terms must be accepted by each Authorized User prior to that Authorized User’s access of a Service. Any conflict among this Master Subscription Agreement, the General Terms, and/or any Order Form, will be resolved in the following order of priority: (a) any Order Form; (b) this Master Subscription Agreement; (c) the General Terms.

2.2. PROFESSIONAL SERVICES. Company will perform the work in the Order Form and use commercially reasonable efforts to meet any schedules set forth in the Order Form. Customer will provide Company with reasonable support and access to its facilities, systems, materials and personnel needed to perform the Professional Services and will be responsible for any negative impact to the services schedule to the extent Customer fails to do so.

3. BILLING AND PAYMENT.

3.1. SUBSCRIPTIONS. Unless otherwise provided in the applicable Order Form, (a) Services are purchased as subscriptions, (b) additional Authorized User subscriptions for Customer employees or other Customer designees may be added during a subscription term at the pricing indicated in the applicable Order Form, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions unless otherwise specified on an Order Form.

3.2. USAGE LIMITS. Services are subject to usage limits, including, for example, the quantities specified in Order Forms corresponding to product/service levels and number of Authorized Users under a specific Customer subscription. Unless otherwise specified, (a) a quantity in an Order Form refers to Authorized Users specifically designated to use Customer subscriptions to a Service, and an applicable Service may not be accessed by more than that number of Authorized Users; (b) a product level in an Order Form refers to the volume of sheets that may be loaded by an Authorized User; (c) an Authorized User’s password may not be shared with any other individual and is valid on no more than three (3) devices; and (d) an Authorized User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Services. If Customer or one of its Authorized Users who is designated to use a Customer subscription exceeds a contractual usage limit, Company reserves the right to impair Customer’s (or any of its Authorized User’s) access to the Services until Customer conforms its use to the contractual limit and/or to charge the Customer for overages.

3.3. FEES. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on number of Authorized User subscriptions and product level, (ii) payment obligations are non-cancelable, (iii) fees paid are non-refundable, and (iv) quantities purchased cannot be decreased during the relevant subscription Service Term.

3.4. INVOICING AND PAYMENT. Customer will provide Company with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Company. If Customer provides credit card information to Company, Customer authorizes Company to charge such credit card for all purchased Services listed in the Order Form for the subscription term and any renewal subscription term(s) as set forth in Section 4.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Company will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net twenty-five (25) days from the invoice date. Customers are responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

3.5. OVERDUE CHARGES. If any invoiced amount is not received by Company by the due date, then without limiting Company’s rights or remedies, (a) Company may charge Customer late interest fees at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Company may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 3.4 (Invoicing and Payment).

3.6. SUSPENSION OF SERVICE AND ACCELERATION. If any amount owing by Customer under this or any other agreement for Services is thirty (30) or more calendar days overdue (or ten (10) or more calendar days overdue in the case of amounts Customer have authorized Company to charge to Customer’s credit card), Company may, without limiting Company other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services to Customer until such amounts are paid in full. Company will provide at least five (5) business days advance notice prior to suspending a Customer account.

3.7. PAYMENT DISPUTES. Company will not exercise Company rights under Section 3.5 (Overdue Charges) or 3.6 (Suspension of Service and Acceleration) above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently with Company to resolve the dispute.

3.8. TAXES. Company subscription fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable against Customer and its Authorized Users by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 3.8, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.9. FUTURE FUNCTIONALITY. Customer agrees that Customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.

4. TERM; TERMINATION.

4.1. TERM OF AGREEMENT. This Agreement commences on the date Customer executes it and, unless otherwise terminated as specified in the General Terms, continues until all subscriptions under an applicable Order Form hereunder have expired or have been terminated.

4.2. TERM OF PURCHASED SUBSCRIPTIONS. The Service Term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, the then-current number of subscriptions (including any add-ons) will automatically renew at Company’s then-current rates as published on https://www.plangrid.com/pricing, for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) calendar days before the end of the relevant subscription Service Term.

4.3. RIGHTS UPON TERMINATION. Other than in connection with a termination by Customer under Section 20.1 of the General Terms, if Customer elects to terminate its subscriptions or cancel its account prior to the end of its then-effective subscription term (A) Company will not provide any refund or credit for subscription charges or other fees or payments to Customer; and (B) in addition to other amounts Customer may owe to Company, Customer must immediately pay any then-unpaid subscription charges associated with the remainder of each applicable subscription term. If, however, Customer terminates this Agreement under Section 20.1 of the General Terms, Company will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. Conversely, if this Agreement is terminated by Company under Section 20.2 of the General Terms, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to Company for the period prior to the effective date of termination.

4.4. EFFECT OF TERMINATION. Upon expiration or termination of this Agreement, all subscriptions and licenses granted by Company under this Agreement and Company’s obligation to provide (and Customer’s right to access and use) the Service will terminate.

5. GENERAL.

5.1. PUBLICITY. During any applicable Service Term, Customer grants Company the right to identify Customer as a customer of the applicable Services, including using the Customer’s logo, solely in marketing materials and on Company’s website. Neither party shall issue any press release regarding this Agreement without the prior written consent of the other party.

5.2. INDEPENDENT CONTRACTORS. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement or use of the Services. Neither party shall have any authority to contract for or bind the other party in any manner whatsoever.

5.3. PURCHASE ORDERS. This Agreement shall prevail over any inconsistent terms or conditions contained in, or referred to in, Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing. No addition to, variation of, exclusion or attempted exclusion of any term of the Agreement shall be binding on Company unless in writing and signed by a duly authorized representative of the Company.

5.4. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF PLANGRID AND ITS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES (INCLUDING AUTODESK), AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AND AGENTS FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO CUSTOMER'S DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT, DURING THE IMMEDIATE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR FOR LOSS OF PROFITS, REVENUES, CONTRACTS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED COST SAVINGS EVEN IF ADVISED OF THE POSSIBILITY OF SAME OR SAME WERE REASONABLY FORESEEABLE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CUSTOMER ACKNOWLEDGES THAT THE FEES FAIRLY REFLECT THIS ALLOCATION OF RISK AND THAT IN THE ABSENCE OF THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION, THE TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE ECONOMIC TERMS OF THIS AGREEMENT, WOULD BE SUBSTANTIALLY DIFFERENT.

NOTHING IN THIS SECTION SHALL LIMIT PLANGRID’S LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY ITS NEGLIGENCE IN THOSE JURISDICTIONS IN WHICH SUCH LIMITATIONS ARE NOT ENFORCEABLE.

5.5. LOCAL USE DECISIONS. Company will not provide Customer with any legal advice regarding compliance with data privacy or other relevant laws, rules or regulations in the jurisdictions in which Customer uses the Application (“Laws”). The parties acknowledge and agree that not all features, functions and capabilities of the Application may be used in all jurisdictions and Customer recognizes that certain features, functions and capabilities may need to be configured differently or not used in certain jurisdictions in order to comply with applicable local law, and in certain jurisdictions consents may need to be obtained from individuals submitting data via the Application as to the intended purpose, storage, distribution, access and use of the data submitted (“Local Use Decisions”). Customer is responsible for Local Use Decisions and Company disclaims all liability for Local Use Decisions.