COBUILDER PLATFORM AGREEMENT:

END USER LICENSE AGREEMENT

Last updated March 2023.

Welcome as a user of the Cobuilder Platform.

IMPORTANT – READ CAREFULLY BEFORE USING THE PLATFORM PROVIDED FROM COBUILDER. BY USING COBUILDER PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS INDICATED BELOW.

This End User License Agreement (“EULA”) is a legal agreement between you as the end-user and/or any company you represent (“End User”) and Cobuilder for Cobuilder Platform licensed by Cobuilder. By accepting these terms or by installing, downloading, copying, or otherwise using the Cobuilder Platform, you agree to be and will be bound by the terms of this EULA as a condition of your license. If you do not agree to the terms of this EULA, your use is prohibited, and you may not use the Cobuilder Platform. The Cobuilder Platform is protected by copyright laws and international copyright treaties, as well as other treaties and laws regulating intellectual property rights (“IPR”). The Cobuilder Platform is licensed (not sold) to the End User, and its use is subject to the terms of this EULA

1. Definitions

Agreement: The agreement between the Customer or the End User and Cobuilder regarding the Cobuilder Platform.

Cobuilder: Cobuilder AS with registered office address, Strandveien 12, N-1366 Lysaker Norway. Cobuilder is the developer and supplier of the Cobuilder Platform.

Cobuilder API: The Application Programming Interfaces made available to the Customer by Cobuilder on the terms and conditions as stated in this Agreement.

Cobuilder’s Background: Any data, know-how or information – whatever its form or nature (tangible or intangible), including any rights such as intellectual property rights – that is held by Cobuilder before acceding to this Agreement. The Cobuilder Background includes all the existing software solutions owned by Cobuilder when entering into this Agreement, and any updates later done of these solutions.

Cobuilder Platform: A Platform of  software products developed by Cobuilder for which this EULA applies. The Cobuilder platform products are delivered as Software as a Service to the Customer including any End-User, and such products may be Cobuilder Collaborate, Cobuilder Deliver, Cobuilder Supply (prev. goBIM), Cobuilder Link as well as Cobuilder API, Cobuilder APP, Public viewer and other Cobuilder Background like Define.

Construction object: Object of interest in the context of the construction industry.

Content: Any data from any of Cobuilder’s online databases made available through the Cobuilder Platform, including data, properties, measures, units, descriptions, and definitions, as well as the predefined combinations of properties, measures, units, descriptions, and definitions, as well as the predefined combinations of properties and measures that produce different data outputs available.Customer: The company that gives the End User a Cobuilder Platform account, who is a party to the Cobuilder Platform Agreement with Cobuilder for the purchasing of the Cobuilder Platform and who has paid the License Fee for the use regulated by this EULA.

Documentation: Any documentation from Cobuilder that includes, but is not limited to programmer guides, manuals, materials, and information appropriate or necessary for use in connection with the Cobuilder Platform.

Data dictionary: A Data dictionary enables the Customer to create relationships between concept types making up ontologies defining various functions of buildings, infrastructure, products, systems, rooms within the construction industry.

Data template (DT): A common data structure describing the characteristics (called ‘properties’) of a construction object, and its physical qualities, according to a credible source of information – be it a standard or regulation.

End-User: A physical person using the Services from Cobuilder who is;

  1. authorized to use these Services on behalf of the Customer because of a subscription and having been supplied user identifications and passwords.
  2. accessing a public page published by the Customer or Cobuilder without having a subscription.

Any End User is obliged to accept the EULA for accessing the Cobuilder Platform and The EULA shall become a binding part of the Agreement.

Party/Parties: Cobuilder or/and the End User.

2. Non-exclusive License

2.1 Authorization by acceptance of this EULA

By accepting this EULA, the authorized End User may use the Cobuilder Platform according to the rights given to the End-user according to the subscription signed by the Customer. The End User agrees to be and will be bound by the terms of this EULA as a condition of the License granted to the End User during the term of this EULA. By accepting this EULA, you as the End User give Cobuilder authorization to use all the data the End User has entered Cobuilder’s Platform and make it available to other users of Cobuilder’s Platform in the way Cobuilder’s Platform at any time is offered on the market.

Non-authorized End User without any credentials, is obliged to accept the EULA for accessing the Cobuilder Platform. By accepting this EULA, End Users without credentials may read the content published on the Public pages of Cobuilder Platform and use this for internal business operations, but has not the right to install, download, copy or otherwise use the Cobuilder Platform.

2.2 License

Subject to the terms of this EULA, Cobuilder hereby grants the End User a limited, non-exclusive, and non-transferable (without the right to sub-license) right to use the Cobuilder Platform solely within the scope of the Agreement for non-commercial use in the Customers or End Users normal operation. The End User shall have no right of title or ownership to the Cobuilder Platform, and no right to distribute, license whether through multiple tiers, or otherwise transfer the Cobuilder Platform to any third party or incorporate the Cobuilder Platform in any software, product or technology. If the End User does not agree to the terms of the EULA, any use of the Cobuilder Platform by the End User is prohibited, and the End User is not permitted to use the Cobuilder Platform.

3. End User Account

3.1 The Account

The Customer can allocate the Cobuilder Platform accounts to its chosen End Users. Each End User the Customer allocates an account to, shall have their own “End User Account”. The Cobuilder End User Account shall be accessible through a user ID and password that the End User will create or receive from Cobuilder (the End User’s “Credentials”). The End User’s Credentials are solely for the End User’s own use.

3.2 Responsibilities

The End User is responsible for maintaining the confidentiality of their own Credentials and the End User is fully and solely responsible for all activities that occur using the End User’s Credentials, whether authorized by the End User or not. It is the End User’s responsibility to take adequate precautions regarding their Credentials and to notify Cobuilder immediately of any unauthorized use of the End User’s Credentials. Normally, the End User’s email address will be the End User’s user ID, and it is therefore vital that the End User’s password is treated as strictly confidential.

4. The End User’s rights and limitations

4.1 The Platform

The End User may use the Cobuilder API only as necessary to exercise its rights hereunder.

The End User shall have no rights to any source code for any of the software in the Cobuilder Platform. The End User may not reverse engineer, decompile, modify, or disassemble the Cobuilder Platform or otherwise reduce the Cobuilder Platform to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this Agreement or by applicable laws.

The End User hereby confirms that the End User will not engage in any sort of hacking, tampering, modifying, or altering of the software. This applies regardless of the intention. Any breach of this obligation will result in a termination under this EULA. The End User is not permitted to use the Cobuilder Platform on a mobile device that runs an Android operating system that has had any of its Android-based software restrictions removed via any procedure that is not fully endorsed and authorized by the applicable mobile device manufacturer.

4.2 Third Parties’ Software

The End User acknowledges that effective utilization of the Cobuilder Platform may require the use of other software and technology from third parties (“Third-Party Software”). The End User and/or Customer is solely responsible for procuring such Third-Party Software and the necessary licenses for the use thereof. Cobuilder makes no representation or warranty concerning Third-Party Software and shall have no obligation or liability concerning Third-Party Software.

4.3 End User’s Responsibility and Cobuilder’s indemnification

This EULA does not give the End User any rights to any Content including any data or information stored in any of part of the Cobuilder Platform. The End User is responsible for ensuring that the End User is using any Content correctly, including to ensure not to constitute an infringement of third-party IPR. This obligation applies to any use of the Cobuilder Platform or other agreed-upon Services or products, including the End User’s reception or distribution of data or information belonging to any third party as well as Content that is imported from any Cobuilder database to the End User.

The End User agrees that under no circumstances will Cobuilder be liable in any way for any Content, including any errors or omissions, or any loss or damage of any kind incurred as a result of the End User’s use of any Content. The End User understands that the End User must evaluate and bear all risks associated with the use of any Content, including any reliance on the Content, integrity, and accuracy of such Content. If the End User would like to report objectionable materials or the End User has other urgent issues, the End User may report them to support@cobuilder.com.

4.4 Personal data

The End User should not include personal data such as a person’s name, e-mail address, postal address, phone number, or any other data (sensitive or not) related to an identifiable person in any user-generated Content. Cobuilder is not responsible for any Content uploaded or generated by users. The End User acknowledges that the End User’s user-generated content may be viewed, reproduced, published, shared and/or modified by third parties, including law enforcement agencies.

If the End User uploads personal data in the Cobuilder Platform and/or any other Cobuilder database, whether as user-generated content or as data related to an End User’s account, the End User is responsible for ensuring a legal basis for the required processing of the personal data. The data may be used and redistributed by Cobuilder and other users of Cobuilder’s systems as allowed by the Cobuilder Platform. When submitting personal information by using the Cobuilder Platform, the End User is responsible for obtaining consent from the person who the information concerns for the personal information to be used and redistributed by Cobuilder and other users of the Cobuilder Platform.

4.5 Rules of conduct: Obligation to adhere to the acceptable use

The End User commits to ensure that the Cobuilder Platform is used by the End User only as intended by Cobuilder and according to the Agreement and this EULA.

The End User is responsible for procuring, financing, and maintaining necessary computer equipment and internet access, etc. to get access to the Cobuilder Platform. The End User is responsible for the creation, maintenance, and use of data or other Content from the Cobuilder Platform and Cobuilder’s databases in their own business.

The End User is responsible for ensuring that all data uploaded by the End User in the Cobuilder Platform and Cobuilder databases is correct.

The End User agrees, by using the Cobuilder Platform, not to upload, post, transmit or otherwise make available any Content that is illegal, harmful, threatening, abusive, harassing, tortuous, vulgar, hateful, racially, ethnically, or otherwise offensive or discriminatory, obscene, pornographic, excessively violent or harmful to minors, defamatory, libellous or invasive of another’s privacy or publicity rights, infringes any trade secret or IPRs of any party, or contains software viruses or any other computer code, files or programs designed to destroy, interrupt or otherwise limit the functionality of any product or to provide users with an unfair advantage.

The End User acknowledges that the Content, the DT’s, and any other information available in Cobuilder’s Platform including End Users and the Customers Data, can only be used for internal non-commercial use in the End Users or the Customers normal business operation and not to be part of any commercial use by the Customer, the End User or any third Parties.

The End User may not use the Cobuilder Platform in a way prohibited by law, regulation, governmental order or decree; to violate the rights of others; to try to gain unauthorized access to or disrupt any service, device, data, account, or network; to spam or distribute malware; in a way that could harm the Cobuilder Platform or impair anyone else’s use of it; to perform an activity which will provide some players with an unfair advantage against other players, or in any application or situation where a failure of the Cobuilder Platform could lead to the death or serious bodily injury of any person, or severe physical or environmental damage. Violation of the terms in this section may result in immediate termination of this EULA. Cobuilder can suspend the End User’s use of the Cobuilder Platform irreversibly if Cobuilder suspects that the End User violated the Rules of Conduct outlined in this EULA. Unless Cobuilder believes an immediate suspension is required, Cobuilder will provide reasonable notice before terminating the End User’s account or access to the Cobuilder Platform.

5. Cobuilder’s rights regarding Content

5.1 Right to Remove Content

Cobuilder has the right, but not the obligation, to remove or block Content from Cobuilder’s Platform that it determines, at its sole discretion, violates this EULA, unlawful, offensive, threatening, libellous, defamatory, obscene or otherwise objectionable, or that violates any party’s IPR. Cobuilder also has the right, but not the obligation, to limit or revoke the use privileges of the account of anyone who posts such Content or engages in such behaviour. Cobuilder has the right to remove Content, including information, DTs, and/or document files in case data quality does not meet the industry standard and the market requirements.

5.2 Right to control Content

Cobuilder has the right but is not obligated to control Content posted through the Cobuilder Platform and does not guarantee the accuracy, integrity, or quality of any Content. The End User’s data, Data dictionary, and Content can be published and shared with other users of Cobuilder’s systems. Cobuilder will gather information about the End User’s use of the Cobuilder’s products and can send it upon request. Restrictions may apply, depending on the subscription type and selected distribution country.

6. Intellectual property rights (IPR)

Cobuilder holds the ownership rights and all IPRs to the technology, including the databases and any associated programs and services that Cobuilder offers to the End User through the Cobuilder Platform.

As between Cobuilder and End User, Cobuilder or its licensors shall own and retain all proprietary rights, including all patent, copyright, trade secret, trademark, and other IPRs, in and to the Cobuilder Platform and any corrections, bug fixes, enhancements, updates, improvements, or modifications thereto and End User hereby irrevocably transfers, conveys and assigns to Cobuilder all of its right, title, and interest therein.

The Content, the DT’s, and any other information registered by Cobuilder and available in Cobuilder’s Platform belong to Cobuilder. The translations of DT’s including properties, measures, units, category names are Cobuilder’s property.

All registered use of the Cobuilder Platform will require the customer or the end-user to pay a license fee to the owner of the IPR for use of relevant European and national Standards, unless there is an agreement with the owners of the IPR on a national level for the individual contexts.

Cobuilder grants to non-authorized (non-registered) users a non-transferable, non-exclusive right to read the content from a Cobuilder public page solely as a free license for use in internal non-commercial business operations and not to use the content for any commercial use by the non-registered user or any third Parties.

The End User shall not grant third parties with any rights to use, reproduce, create derivative works of, distribute, publicly perform or publicly display the Content, including any Data Template or parts of it.

The End User shall have no right to distribute, license or otherwise transfer the Cobuilder databases to any third party or incorporate the Cobuilder API in any software, product or technology as part of a commercial operation unless otherwise specified in an additional Framework agreement.

The Customer acknowledges that any extraction (any transfer to another medium or copying) and re-utilisation (sharing) of substantial parts of the content from the Cobuilder Platform is strictly prohibited.

7. Responsibility

Cobuilder is not responsible for any events, losses, or damages resulting from the misuse or inaccessibility of the Cobuilder Platform or any other Cobuilder services or products. Cobuilder is not responsible for incorrect or misleading data or information contained in or conveyed through any databases available through the Cobuilder Platform.

The authorized registered End Users cannot assert any liability or other rights to compensation, only the Customer may do so following the Agreement between the Customer and Cobuilder.

Nonregistered End Users are responsible for any events, losses, or damages resulting from their misuse of the Cobuilder Platform public pages or any other Cobuilder services or products.

8. Confidential Information

The End User shall treat all “Confidential Information” (meaning any information, knowledge, material or Documentation, whether in writing, electronically or orally, of a confidential or secret nature, of or concerning Cobuilder, its affiliates, or their activities) relating to Cobuilder as strictly confidential and not to divulge it to any third party for any purpose whatsoever, whether during or after the termination of this EULA and not to make use of such Confidential Information or any part thereof for any purpose (other than in the course of fulfilling its obligations under this EULA) without the other Cobuilder’s prior written consent.

9. Dispute resolution

Any disputes concerning this EULA shall be settled between the Customer, the End User and Cobuilder according to the Agreement between the Parties. To the extent the End-User raises any claim towards Cobuilder, the End-User hereby irrevocably submit any disputes under this EULA to be settled between the Parties by the ordinary courts of Norway and according to the laws of Norway with the jurisdiction of the Oslo District Court.

10. Term and termination

The EULA is applicable from the point in time the End-User first accesses, downloads, or otherwise uses Cobuilder Platform and terminates automatically if the End User fails to comply with any of the terms and conditions of this EULA and the End User will be liable to Cobuilder and its suppliers for any damages or loss caused by the End User’s non-compliance.

Cobuilder shall have the right to terminate the EULA with a specific End User upon thirty (30) days written notice to the End User. The EULA will automatically terminate in the event the Agreement between the Customer and Cobuilder is terminated.

Upon termination of the EULA, the End User will immediately cease using the Cobuilder Platform, and the End User agrees to destroy all copies of the Cobuilder Platform and Confidential Information including Documentation or return them to Cobuilder upon termination. Cobuilder shall have the right to audit the End User’s use of the Cobuilder Platform in conjunction with this EULA, and the End User will provide reasonable assistance for this purpose.

11. Contact

If the End User has any questions concerning this Agreement, or if the End User desires to contact Cobuilder for any reason, please send an email to support@cobuilder.com.

Cobuilder, March 2023.