Appia license agreement

Updated on May 21, 2025

This License Agreement (“Agreement”) is a legal agreement between you (“Customer”) and Info Tech Operating, LLC (“Infotech”), a Delaware limited liability corporation, entered into as of the effective date listed on the applicable Order Form, or the date on which you otherwise agree to the terms of this Agreement as set forth below (“Effective Date”). It governs your acquisition and use of our Services (defined below). By signing an Order Form (defined below) that references this Agreement, agreeing to this Agreement when presented, or clicking “Agree” to facilitate your access and use of the Services, you accept and agree to be bound by its terms from the date of such action. This Agreement replaces any previous agreements related to the Services, which Infotech may unilaterally amend. Infotech may modify this Agreement or any additional terms relevant to the Services due to changes in the law or the Services themselves. By continuing to use the Services after the modifications take effect, Customer acknowledges acceptance of the modifications.

Definitions. The capitalized terms listed below have the following meanings:
1. “Affiliate” means an entity that controls, is controlled by, or is under common control of a party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest of such entity or party (but only for so long as such control exists) or the right to otherwise control the decision making of the subject entity.
2. “Agreement” means, collectively, the terms of the Order Form, if applicable, and the terms contained herein.
3. “Customer” means the person or entity agreeing to the Order Form or this Agreement.
4. “Customer Content” means any content created by or on behalf of Customer or a Named User in connection with the Services including any Project Material.
5. “Customer Data” means personally identifiable information provided by Customer to Infotech that can be used to identify natural persons.
6. “Documentation” means user guides provided and updated by Infotech in connection with Customer’s use of the Services specified on the applicable Order Form, whether provided in hard copy or electronic format.
7. “Named User” means Customer, or any individual who is authorized by Customer, to access and receive the Services, and for whom Customer has paid all applicable fees for use of the Services, up to the number of Named Users specified in your Order Form.
8. “Order Form” means either the order form document signed by Customer that is attached to and governed by these Terms, or any confirmation of the terms of Customer’s purchase of the Services which may be any document on which the Customer is identified, and which specifies certain other agreed-upon terms including Customer’s specific information pertaining to the Services and/or the quantity of the Services to be provided. The Parties may enter into additional Order Forms during the Term, each of which will be subject to these Terms.
9. “Project Material” means documents and data created, modified, or otherwise sourced by Customer related to a specific construction project or bidding opportunity that Customer uploads into the Services.
10. “Services” means Infotech’s proprietary Appia® software offering, any professional services that are specified on the Order Form, and any other tools, toolsets, applications, components, artwork, photographs, video or audio content, Documentation, and any Updates to any of the foregoing that may be provided under this Agreement.
11. “Updates” means bug fixes, patches, or other revisions or modifications of the Services that Infotech provides to you or any Named User.
License Rights and Access. Subject to the terms of this Agreement, including payment of fees, Infotech grants to Customer and its Named Users a limited, nontransferable, and nonexclusive license to access and use the Services for its intended purposes during the Term (as outlined on the Order Form) (the “License”). All other rights, including but not limited to reproduction, translation, adaptation, modification, distribution, dissemination, or rental, are expressly excluded from the scope of this License and reserved to Infotech. Infotech will provide Named Users with access to the Services subject to the Named Users acceptance of this Agreement. If the number of individuals accessing the Services exceeds the number of Named Users set forth on the applicable Order Form, Infotech and Customer will agree upon an equitable adjustment of fees, payable upon receipt. Customer is responsible for the confidentiality and use of its passwords and Named User accounts, and in no event shall Infotech be liable for any loss of information of the Customer or other claims arising from unauthorized access to the Services as a result of the failure by Customer to protect the confidentiality of its passwords and Named User accounts. Customer expressly acknowledges and agrees that its obligations herein, where appropriate, include taking reasonably sufficient measures to ensure that Named Users do not violate this License. By way of example only, Customer agrees to notify all Named Users of their responsibility to ensure that no third parties are able to access the Software. If the Named User transfers this license to another user, and subsequent to the transfer needs to access the Appia® Software, the named user must purchase another Appia® license. Customer agrees to maintain the confidence of any confidential information, whether written or oral and irrespective of how acquired, that Customer obtains concerning this License or arising out of the use of the Software and to not use or disclose such confidential information without Infotech’s express written permission.
Limitations and Use. Customer shall be responsible for all activities that occur under Customer’s account and for all actions of Customer or its Named Users. Customer shall not, and shall not authorize or permit any Named User to:
1. Rent, loan, or license rights to access and/or use the Services except as specifically provided herein;
2. Copy, modify, disassemble, decompile, or reverse engineer software included as part of the Services;
3. Modify, disable, circumvent, avoid, bypass, remove, deactivate, impair, or otherwise interfere with features of the Services that enforce license restrictions or limit or report technical or statistical information regarding the Services or its use to Infotech;
4. Share identification or password codes with person other than Named Users, or permit Customer’s account to be accessed by individuals who are not Named Users;
5. Access, use, or permit a third party to access or use the Services for purposes of competitive analysis, including the development, provision or use of a competing software or service or for any other purpose that may be to Infotech’s detriment or commercial disadvantage;
6. Use the Services in any way not expressly provided for in this Agreement;
7. Use the Services in a manner that infringes the intellectual property, privacy, or other rights of third parties;
8. Remove any title, trademark, copyright, or restricted rights notices or labels from the Services;
9. Interferes with or disrupts the integrity or performance of the Services; or
10. Expose Infotech to any malware, including viruses, worms, or any other malicious computer programming codes that may damage Infotech or third-party systems or data.
Ownership and Proprietary Rights.
1. Customer acknowledges and agrees that the Services and all intellectual property rights therein (including without limitation, copyrights, patents, trade secrets, trademarks, moral rights and other intellectual property rights, in and to the Services, and all modifications, changes, enhancements, or additions thereto (whether initiated by the Customer or otherwise), and all intellectual property rights relating to the provision of any supporting services are owned or licensed by Infotech. Except for the License granted hereunder, nothing in this Agreement gives Customer any right, title or interest in, or to any of the Services. All proprietary rights in the Services including any aggregate usage data, traffic patterns, and Aggregate Content (as defined in Paragraph 4.4) collected by Infotech in connection with use of the Services will be the sole and exclusive property of Infotech. Infotech retains the royalty-free right to use any suggestions, ideas, feedback, or other recommendations provided by Customer or Named Users relating to the Services. Infotech may use Customer’s name and/or logo on Infotech’s website and in its marketing materials to indicate that Customer is a customer of Infotech. Customer hereby grants Infotech the right to contact Customer and Named Users in connection with their use of the Services, or to market or sell related products and services.
2. Customer represents and warrants that it has all necessary rights in the Customer Content to grant Infotech the right to use, and Customer hereby grants to Infotech a non-exclusive, worldwide, royalty-free, transferable, and fully paid license for the purposes of: (a) providing, maintaining, securing, analyzing, and updating the Services; (b) collecting and compiling data, insights, and information in an aggregated and/or de-identified manner that does not identify Customer, confidential information, Named Users, or any individual (“Aggregated Data”); and (c) complying with legal or regulatory obligations, enforcements, investigations, or similar proceedings.
3. Infotech will process Customer Data as needed to provide the Services. Customer represents and warrants that Customer shall only provide to Infotech the minimum amount of personally identifiable information, the extent of which is determined and controlled by Customer in its sole discretion, for each Named User, to enable the Named User to enjoy the benefit of this Agreement. Customer represents and warrants that Customer is entitled to transfer relevant Customer Data to Infotech so that Infotech may lawfully use, process and transfer the Customer Data in accordance with this Agreement on Customer’s behalf and Customer shall ensure the same. Infotech shall process the Customer Data only in accordance with the terms of this Agreement and any written instructions given by Customer. Customer acknowledges and agrees that the Customer Data may be shared with third parties as necessary to provide and enhance the Services. Infotech will not be liable for any claim brought by a Named User arising from any action or omission by Infotech, to the extent that such action or omission resulted from Customer’s instructions.
Indemnification
1. Infotech shall defend any claim brought against Customer by a third party to the extent such claim alleges that Customer’s use of the Services (as authorized in this Agreement, and as provided by Infotech to Customer) (1) infringes any valid and enforceable third-party patent, copyright, or trademark, or (2) misappropriates a third-party trade secret (a “Claim”). If a third party makes a Claim against Customer, Infotech shall pay all damages (including reasonable attorneys’ fees) finally awarded against Customer by a court of competent jurisdiction, or the settlement agreed to by Infotech with respect to such Claim. This indemnity states Infotech’s entire liability, and Customer’s exclusive remedy, for any Claims as described in Section 5.1.
2. Customer shall defend any claim or regulatory action brought against Infotech by a third party to the extent such claim relates to the Customer Content or Customer Data (if used by Infotech in accordance with this Agreement), use of the Services under this Agreement, or Third-Party Applications built by or on behalf of Customer. If a third party makes such a claim against Infotech, Customer shall pay all damages (including reasonable attorneys’ fees) finally awarded against Infotech by a court of competent jurisdiction or the settlement agreed to by Customer with respect to such claim. This indemnity states Customer’s entire liability, and Infotech’s exclusive remedy, for any third-party claims as described in this Section 5.2.
3. The defense and indemnity obligations above are conditioned upon the indemnified Party providing the indemnifying Party with (a) prompt notice; (b) sole control over the defense and any settlement negotiations; and (c) all information and assistance reasonably requested by the indemnifying Party in connection with the defense or settlement of the indemnifiable claim. The indemnifying Party shall not agree to a settlement that imposes any obligation or liability on the indemnified Party without the indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed. The indemnified Party may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to the indemnifying party.
Payment Terms
1. Customer shall pay Infotech all fees specified in the Order Form upon receipt of an invoice unless otherwise stated on the Order Form. In addition to any other available remedies, Infotech shall be entitled to discontinue provision of the Services until all overdue amounts are paid in full. Except as expressly provided in this Agreement, all payments to Infotech are nonrefundable and noncancellable. Customer shall reimburse Infotech for Infotech’s costs incurred in attempting to collect any late payments, including reasonable attorneys’ fees.
2. The fees stated in the Order Form are exclusive of any federal, state or other governmental taxes, duties, fees, excises, or tariffs (“Taxes”) now or hereafter imposed on the Services. Unless Customer provides Infotech with a valid exemption certificate, Customer shall be responsible for, and if necessary shall reimburse Infotech for all such Taxes on any amounts payable by Customer hereunder, except for taxes imposed on Infotech’s net income. If Infotech has the legal obligation to pay or collect Taxes for which Customer is responsible, Infotech will add such Taxes to the amount invoiced to Customer.
Term and Termination
1. Term. This Agreement commences on the Effective Date and will remain in effect for the initial term specified on the Order Form (“Initial Term”), unless earlier terminated as provided for herein. At the end of the Initial Term this Agreement will auto-renew for further terms of 12 months (each a “Renewal”) unless either party gives written notice of intention to terminate at least ninety (90) days prior to the end of the then current term (together the Initial Term and any Renewals constitute the “Term”).
2. Termination For Cause. If you breach this Agreement, Customer’s right to use the Services will terminate immediately and without prior notice, but all provisions of the Agreement except the Grant of License (Section 2) will survive termination and continue in effect. Should Infotech terminate this Agreement for cause, access and use of the Services will immediately terminate. Infotech’s right to terminate this Agreement is cumulative, and not exclusive, of all other remedies Infotech may have for your failure to perform any of the covenants of this Agreement. All losses, damages, and expenses, including attorneys’ fees incurred in the prosecution or defense of any action, suite, trial, or appeal, enforcement of judgment entered therein, incurred by or resulting to Infotech concerning this Agreement, shall be borne by and charged against you and shall be damages for breach of this Agreement.
3. At Expiration of Term:
  1. The rights granted to Customer under this Agreement shall immediately terminate at the expiration of the Term. Upon the expiration of the Term, the Services will become wholly disabled for use by Customer.
  2. Upon the expiration of this Agreement, Infotech will transfer and save the Customer Data and Customer Content that is within the software and send to Customer in an industry standard electronic format, or if Infotech does not host the software, Infotech will provide instructions for transferring and saving the data.
Limited Warranty
1. Infotech warrants that the Services will perform in substantial compliance with the Documentation under normal circumstances and when used in accordance with this Agreement and the Documentation. Any services provided hereunder will be performed in a professional manner and in accordance with prevailing industry standards. This warranty is limited to a period of 90 days from the date of the original purchase. If Customer reports a significant defect in performance in writing within 90 days of purchase, Infotech, at its sole option, will attempt to correct or circumvent the defect or to authorize a refund of the price paid for the Services. A significant defect is one that either prevents Customer from completing a critical business function or prevents completion of the implementation or updating of the Services
2. Disclaimer. The Services are provided “as-is” and Infotech makes no other warranty or representation, either express or implied, with respect to the Services or Documentation. Infotech expressly disclaims any implied warranties, including the warranties of merchantability, fitness for a particular purpose, title and non-infringement. Infotech does not warrant that operation of the Services will be uninterrupted or error-free. Infotech disclaims all liability for any harm or damages caused by any third-party networking or hosting providers.
3. Liability. Infotech will not be liable for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature. In any event Infotech’s total maximum liability, arising out of or in any way connected to this Agreement will not exceed the amount paid to Infotech by Customer during the 12 month period immediately preceding such a claim. These limitations will apply whether a claim arises under contract, tort, or any other theory of liability. Where any such disclaimers of warranties or limitations on liability are not allowed, Infotech’s liability will be limited to the greatest extent permitted by law. The limitations set forth in this Section 7.3 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. The parties acknowledge and agree that the disclaimers, exclusions, and limitations of liability set forth herein form an essential part of of the Agreement, reflect an allocation of risk between the parties, and that absent these disclaimers, exclusions and limitations of liability, the terms of this Agreement would be significantly different.
Export Control. This License is subject to all applicable export restrictions. Customer must comply with all export and import laws and regulations of any United States or foreign jurisdiction or authority relating to the Services and its use.
U.S. Government Rights. The Services and Documentation comprise “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the U.S. Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies in 48 C.F.R. 227.7202-1 and 22.7202-3. The rights of the U.S. Government to use the Services, Documentation, and any technical data furnished in connection with this Agreement are solely as provided in this Agreement. No additional rights are provided to the U.S. Government unless set forth in a separate written addendum.
Force Majeure. Neither party will be responsible or liable for any failure or delay in its performance under this Agreement (except for payment of fees) to the extent due to any cause beyond its reasonable control (“Force Majeure Event”). The Party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such force Majeure Event.
Assignment. Each party shall not assign this Agreement, in whole or in part, or any right or interest herein, without the other party’s prior written consent, not to be unreasonably withheld. However, Infotech may assign this Agreement without consent to any Affiliate, or in connection with a merger, consolidation, corporate reorganization, sale of all or substantially all of its assets or business, or other change of control transaction. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
Venue and Jurisdiction. Customer expressly agrees that this Agreement is governed by the laws of the State of Florida, and that any claim, dispute, or any matter in question arising out of or concerning this Agreement shall be decided pursuant to the laws of the State of Florida. Any proceeding to enforce, invalidate, construe or otherwise arising in connection with the terms of this Agreement can only be brought and must be brought in state court in Alachua County, Florida. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code, and the Uniform Computer Information Transactions Act are expressly excluded from application to this License.