Cobuilder Platform Agreement

1. Definitions

Agreement: The Cobuilder Platform Agreement includes the Frontpage (in a written agreement), the Customer Registration page (in the online registration module), Cobuilder Standard Terms and Conditions as published at any time on www.cobuilder.com, and the appendices.

Cobuilder API: The Application Programming Interfaces made available to the Customer by Cobuilder on the terms and conditions as stated in this Agreement. The Cobuilder API consists of technology, which may include object code, software libraries, software tools, sample source code, published specifications, and documentation. The Cobuilder API includes any future, updated, or otherwise modified version(s) thereof furnished by Cobuilder in its sole discretion to the Customer. The Cobuilder API may enable the Customer with its authorised End-Users to use the rest of the Cobuilder Platform, including providing the End User with access to Content such as product information, product data, product properties, and document files stored on Cobuilder`s servers as well as metadata for these – such as names, the revision date of documents, identifiers of products and other data stored in Cobuilder`s databases.

Cobuilder Platform: The standard products developed by Cobuilder and delivered as Software as a Service to the Customer including any End-User, and such products may be Cobuilder Collaborate, Cobuilder Supply (prev. goBIM), Cobuilder Connect as well as Cobuilder API, Cobuilder APP and other Cobuilder Background like Define^TM.

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 (IPR) – 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. The Cobuilder Background includes the Cobuilder’s Platform and the end-product of the Cobuilder’s Platform or other products or functionality developed by Cobuilder based on the IPR held by Cobuilder before this Agreement was entered into or other development by Cobuilder regarding the standard Platform, as well as all the Cobuilder’s proprietary processes, algorithms, software, computer programs, plugins, documents, designs, flowcharts, schematics, techniques, know-how, methods, processes, procedures, improvements, hardware, products, devices, discoveries or inventions, whether or not an IPR, and whether or not reduced to practice. For purposes hereof, any third-party licensed materials shall, except to the extent sublicensed to the Customer, be deemed Cobuilder’s Background. Changes to the Cobuilder’s Background made in the performance of the Agreement shall inure to the benefit of Cobuilder and be deemed Cobuilder’s Background (excluding any of the Customer’s Materials to the extent incorporated therein).

Commercial Use: Commercial use is defined as any presentation, derivation, or application of Cobuilder Background in a derivative product or resource with the intention to generate revenue by selling this to any third party.  “Revenue” is not limited to direct financial gains and may also include indirect gains that may accrue from such an application, such as providing a service or application without fee that helps to market or position an organization or individual by association.

Customer: The legal entity purchasing the Services from Cobuilder, i.e. the company that signs this Agreement or the company identified on the Frontpage or in the Customer page in the online registration module. The Customer decides how many End Users will have the possibility to use the Services from Cobuilder on behalf of the Customer.

Customer’s Material: The Customer’s formulas, patterns, programs, software, algorithms, devices, methods, prototypes, demonstrations, techniques, or other materials, including any of the Customer’s IPRs or any other trade names, logos, or data.

Customer Data: All data about the Customers own business, products, projects and associated data e.g the values of properties uploaded or otherwise added to the Cobuilder platform by the Customer/End-User, or by Cobuilder upon request by the Customer/End user.

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;

• authorized to use these Services on behalf of the Customer subject to the terms of the Cobuilder Platform End User License Agreement because of a subscription and having been supplied user identifications and passwords.
• accessing a public page published by the Customer or Cobuilder without having a subscription.

Any End User is obliged to accept the Cobuilder Platform End User License Agreement, which shall become a binding part of this Agreement.

Frontpage: The additional written document explaining who the Customer is, the contact persons of the Parties, the Services and Products ordered, Effective date of the Agreement as well as other terms and conditions not covered by these general terms and conditions or other appendices to the Agreement.

Internal Use: Means use by the Customer’s employees as part of the execution of work tasks for the Customer.

License Fee: The prepaid fixed subscription fee to be paid by the Customer to Cobuilder for use of the Platform.

Party/Parties: Cobuilder or/and the Customer including any End User.

Services: The other services than those covered by the License Fee which the Parties have agreed and specified that Cobuilder shall deliver to the Customer.

2. In general

2.1 This Agreement regulates the Parties’ obligations concerning the performance of the agreed-upon Services and delivery of the agreed-upon Platform. In the event of a conflict between these General Terms and an appendix, the appendix shall prevail. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

2.2 The Parties’ contact persons listed on the Frontpage or in the Customer registration page in the online registration module, may send a written notice as specified in the Agreement. To the extent possible, the Parties shall communicate through writing concerning the Agreement. The Parties accept email correspondence as a written means of communication and as the preferable method to send written notice.

2.3 Nothing outlined in this Agreement is intended, or shall be deemed, to establish any partnership or joint venture between the Parties, nor constitute either Party the agent of the other Party, or to authorize either Party to make or enter into any commitments on behalf of the other Party.

2.4 The Customer may not assign this Agreement, or any interest or rights granted hereunder to any third party without the prior written consent of Cobuilder. A change of control or reorganization of the Customer under such as a merger, sale of assets or stock shall be deemed to be an assignment under this Agreement, but Cobuilder may only terminate the Agreement with 30 days written notice upon the occurrence of any prohibited assignment (approval from Cobuilder shall not be unreasonably withheld or delayed).

3. Term

3.1 This Agreement is effective from the date of signing as stated on the Frontpage or from the date the Customer has registered on the Cobuilder Platform. The term of the subscription of the Platform starts after the Customer has paid the agreed License Fee for such prepaid fixed subscription and lasts for the periods’ such License Fee are paid for.

3.2 This Agreement shall be automatically renewed for successive one-year periods unless terminated by either Party by written notice delivered at least 3 months before the beginning of the next such period. In case of termination, the Agreement is to be deemed terminated as of the last day of the prepaid fixed subscription (License Fee) paid for by the Customer. As from the notice of termination, Cobuilder shall inform the End Users on the upcoming termination.

3.3 If one of the Parties is guilty of substantial noncompliance with the Agreement, which is not remedied within 30 days after being urged thereto by written notice, the other Party may terminate the Agreement with immediate effect. Provided the Agreement is terminated due to substantial breach by Cobuilder, the Customer shall be entitled to a pro-rata refund of prepaid fees or to claim higher proven damages limited to direct documented loss of the Customer and the payment received from the Customer for the last 12 months.

3.4 In the event of termination of the End User account or a written request by the End User for deletion of such End User’s own personal data, the personal data regarding such End User shall be deleted unless storage for a certain period is required by law.

4. Prices

4.1 The prices for use of the Cobuilder Platform are specified in the current Cobuilder pricelist, available upon request. The prices valid for the Customer when signing the Agreement are specified on the Frontpage, in the online service when registering or contained in the Appendix Cobuilder Price book.

4.2 The consideration is due for payment within 20 days of the invoice date. Delayed payment shall cause interest to accrue according to applicable law.

4.3 After the initial 12-month period as well as after each renewal period, the prices stated on the Frontpage, in the online service or in the Appendix Cobuilder Price book may be subject to adaption at the national inflation rate.

4.4 If changes to public taxes or fees affecting the Agreement are adopted after the signing of the Agreement, these will be charged or credited to the Customer.

4.5 Cobuilder may update its standard price list for the Platform or the Services from time to time with thirty (30) days’ written notice.

4.6 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.

5. Intellectual property rights (IPR)

5.1 This Agreement does not include a transfer of either Party’s IPR to the other Party, unless otherwise expressly agreed upon in writing. This Agreement only involves the transfer of non-exclusive rights regarding the Cobuilder Platform to the Customer or third parties as expressively outlined in this Agreement.

5.2 The Customer has and retains the copyright and/or other intellectual and neighbouring rights to the Customer’s Material. The Customer will have the non-exclusive rights to the Cobuilder applications as described in this Agreement for the term the Customer has paid the agreed License Fee.

5.3 The Customer has ownership of the Customer Data. The Customer acknowledges that the Customer Data can only be used in the customers normal business operation. The Customer shall have no right to distribute, license or otherwise transfer any Cobuilder Background to any third party or incorporate the Cobuilder API in any software, product, or technology as part of a separate commercial operation to monetize on the Cobuilder Background without the consent of Cobuilder. Any planned commercial implementation will be covered by a separate Agreement between the Customer and Cobuilder.

5.4 Cobuilder has and retains the copyright and/or other intellectual and neighbouring rights to the Cobuilder Background. Cobuilder retains the exclusive right to make changes to the source code and the exclusive right to further assignment of such results. Cobuilder holds the ownership rights and all intellectual property rights to the technology, including the databases and any associated programs and services that Cobuilder offers to the Customer through this Agreement for use of the Cobuilder Platform.

5.5 The Customer transfers a non-exclusive right to Cobuilder and all users of Cobuilder’s online services offered on the market in any country to use the data and documents the Customer or Cobuilder with the Customer’s authorization has input in Cobuilder’s systems. Should the Customer discover or judge that there are use-related restrictions on some documents or data, the Customer shall promptly notify Cobuilder in writing, identifying the documentation or data in question, and Cobuilder shall remove the data within 24 hours.

5.6 The Parties shall inform the other Party without undue delay if it becomes aware of any infringement of trademark, patent, design, or copyright concerning the Platform or Services.

5.7 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 its normal internal business operations and not to use the content for any commercial use to monetize on the Cobuilder Background by selling this to any third-party.

6. The Customer’s obligations

6.1 The Customer may allow employees and others who perform functions for the Customer to become End Users of the Cobuilder Platform. The Customer acknowledges that only those who perform functions under the same company number (business registration number) as the Customer shall be covered by the Customer’s subscription. The End User License Agreement applies to all users the Customer creates for the Cobuilder Platform. If the End User does not accept the End User License Agreement, the End User will not be granted access to the Cobuilder Platform. The Customer cannot raise any claims to Cobuilder other than what is specified in the End User License Agreement regarding service breach covered by the End User License Agreement.

6.2 Should the Customer want to use other products or services offered by Cobuilder specified in on the Agreement, the Customer must agree and pay for such additional products or services to Cobuilder. The Customer is solely responsible for acquiring, financing, and maintaining the computer equipment and internet access, etc. necessary for using the Cobuilder Platform. The Customer is responsible for the creation, maintenance, and use of data from the Cobuilder Platform for the Customer’s needs. The Customer is solely responsible for providing the necessary training on the Cobuilder Platform for the Customer’s or the End User’s needs. The Customer is responsible for the necessary training of its End User needed to use the Cobuilder Platform and related services in the Customer’s own business. Training can be organized by Cobuilder and billed as an additional service as per the hourly rate specified in the online service or in the appendix Cobuilder Price book. The Customer acknowledges that the Cobuilder Platform may be subject to export restrictions of various countries. The Customer shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of the Cobuilder Platform in any foreign jurisdiction in which the Cobuilder Platform is used.

6.3 The Customer is solely responsible for ensuring all data in which the Customer or Cobuilder with the Customer’s authorization enters the Cobuilder Platform is correct (except for mistakes made by Cobuilder while entering the data); including that such data or data entry does not constitute an infringement of third-party IPRs. This obligation applies to any use of the Cobuilder Platform, including the Customer’s reception or distribution of data or information belonging to any third party as well as information that is imported by the Customer. If the Customer has a contractual obligation with third parties that restricts the Customer’s right to use such data, the Customer is responsible for complying with such agreements. If a third party raises claims against Cobuilder due to data or content the Customer or Cobuilder with the Customer’s authorization has submitted into the Cobuilder Platform, Cobuilder can require that the Customer acquires the claim with all risks. Cobuilder may in any event require that the Customer keeps Cobuilder indemnified for loss Cobuilder may inflict by such claims against Cobuilder.

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

7. Marketing right

The Customer acknowledges that Cobuilder is entitled to market the Agreement and inform publicly that the Customer has entered into an agreement with Cobuilder, unless otherwise agreed.

8. Cobuilder’s obligations

8.1 Cobuilder is responsible for the set-up, management, operation, and maintenance of the Cobuilder Platform. Cobuilder is only responsible for the input of data on behalf of the Customer if it is specifically agreed upon between the Customer and Cobuilder that Cobuilder shall deliver such consultancy services to the Customer.

8.2 As a supplier of the Cobuilder Platform, Cobuilder commits to exercise its business and design its applications in such a way that Cobuilder does not violate internationally recognized principles and guidelines related to privacy (e.g., the GDPR), human and labour rights, the environment, and corruption.

8.3 If a third-party claims that the Customer’s use of the Cobuilder Platform and/or other related products owned by Cobuilder under the terms and conditions of this Agreement infringes its IPRs, the Customer shall notify Cobuilder about such claim in writing and let Cobuilder handle such claim directly. Cobuilder shall indemnify and hold the Customer harmless from and against any claim from a third party provided the breach is caused by a breach in the IPRs by Cobuilder.

8.4 Regarding the use of Cobuilder Collaborate in Norway, by accepting the General Terms the Customer or End-user:

• a) Gives Cobuilder AS authorisation on its behalf to obtain Safety Data Sheets, Declarations of Performance, assembly instructions and other relevant information regarding chemicals and solid products from manufacturers, importers and/or distributors, and to act on the Customer`s or End-user’s behalf as the reception point for Safety Data Sheets, Declarations of Performance, assembly instructions and other relevant product information from supplier.
• b) Confirms that manufacturers, importers and/or distributors, which either directly or through a distribution chain supply chemicals or solid products to the Customer or End-user, by signing an agreement with Cobuilder AS, have complied with current regulatory requirements regarding the provision of Safety Data Sheets, Declarations of Performance, assembly instructions and other relevant product information when regulatory documentation has been provided or registered in Collaborate.

8.5 Regarding the use of Cobuilder APP, by accepting these General Terms the Customer or End-user:

• a) Confirms that manufacturers, importers and/or distributors, who either directly or via distribution channels deliver product documentation to the Customer or End-user through the Cobuilder App, shall consider it as delivered to the Customer or End-user. This is done by the manufacturer, importer and/or distributor signing the standard Cobuilder Platform Agreement (a separate Agreement is available for Safety Data Sheets). The Cobuilder App thus acts as a receiving point on behalf of the Customer or End-user.
• b) Authorizes Cobuilder AS to obtain relevant product documentation and other information (Declaration of Performance, environmental data, technical data, eco-labels, etc.) from manufacturers, importers and/or distributors on behalf of the Customer or End-user. The Customer or End-user shall encourage its suppliers to provide documentation in accordance with the regulations through the Cobuilders systems, and not directly to them.

9. Responsibility

9.1 Cobuilder is, as the operator of the Cobuilder Platform, not responsible for the misuse of data or products, nor for any damage (direct or indirect) arising from inaccurate or misleading data or information. Cobuilder is not responsible for events, loss, or damage caused by the Cobuilder Platform being unavailable or misused. Cobuilder will not provide any support for the Cobuilder Platform, including support services on e-mail or phone, or updates, upgrades, bug fixes, or modifications to the Cobuilder Platform, under this Agreement unless as agreed upon as additional Services.

The Cobuilder Platform is offered and delivered as it is (“as is”) with no warranty regarding the functionality, support, or availability, with exception of what follows from applicable legislation. To the extent permitted by applicable law, Cobuilder does not accept any direct or indirect responsibility or liability for the quality or functionality of the Cobuilder Platform, for the loss of any data, or any monetary damages directly or