Terms and Agreements2019-02-15T11:40:32+00:00

Terms and Agreements

General Terms for Cobuilder Software as a Service

1. Definitions

Agreement: This Cobuilder Software as a Service Agreement, which includes the Front page with page 2, these General Terms and the appendices.

AIR: Asset Information Requirement.

BIM: Building Information Modeling, a standardized digital process, which enables all parties in the supply chain to work together and share the necessary information throughout the construction process.

bSDD: Building Smart Data Dictionary, a dictionary solution that allows people to understand the meaning of a concept (a term) in their own context, while automatically mapping it to any other existing meaning of the same concept, within a different context anywhere in the world.

Cobuilder Collaborate: A cloud based software and database tool system that helps customers and contractors to deliver checked Asset Information Models. Cobuilder Collaborate allows contractors to set their data requirements, collect the data directly from manufacturers and other suppliers, and have an automated data checking service before exporting to models or directly to BIM/COBie. The system consists of the software applications Cobuilder Define, Cobuilder Specify and Cobuilder Deliver developed by Cobuilder and delivered by Cobuilder as Software As A Service.

Cobuilder Define: A software application partly based on concepts and features from bSDD developed by Cobuilder and delivered as Software As A Service. CoBuilder Define enables End Users to create a Context.

Cobuilder Deliver: A software application developed by Cobuilder and delivered as Software As A Service. Cobuilder Deliver enables the End User to collect project-specific data and documents directly from the entity installing products on the Customer’s project.

Cobuilder goBIM: An online service platform developed by Cobuilder where manufacturers input product information in order to distribute it to different actors in the construction industry. goBIM is a software and database tool to allow construction product manufacturers to make PDT based on European and national standards as well as openBIM standards, and for them to then share their data in multiple languages and BIM formats, such as IFC, COBie and Revit.

Cobuilder’s Material: The Cobuilder’s Products and the end-product of the Cobuilder’s Services, as well as all the Cobuilder’s proprietary processes, algorithms, software, computer programs, 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 Materials. Changes to the Cobuilder’s Materials made in the performance of the Agreement shall inure to the benefit of Cobuilder and be deemed Cobuilder’s Materials (excluding any of the Customer’s Materials to the extent incorporated therein).

Cobuilder Specify: A software application developed by Cobuilder for creating specifications for how building elements can be designed and built according to the execution standards and delivered as Software As A Service. End Users will be able to use the same specifications on multiple projects, compare products and prices based on the same criteria, and automate the purchasing process.

Context: A context as defined in the bSDD Content Guidelines enables organizations, as the Customer, to create relationships between concept types making up ontologies defining various functions of buildings, infrastructure, products, systems, rooms within the construction industry.

Customer: The legal entity purchasing the Services from Cobuilder, i.e. the company that signs this Agreement or the company identified in Appendix 1. The Customer decides how many End Users that 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.

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 End User License Agreement as enclosed in Appendix 2 to this Agreement and as a result of a subscription and having been supplied user identifications and passwords. Any End User, including employees or non-employees of the Customer, is obliged to accept the End User License Agreement, which shall become a binding part of this Agreement.

Customer Data:  The values of properties uploaded or otherwise added to a Cobuilder platform by the Customer, by an End User or by Cobuilder upon the End User’s request.

License Fee: The prepaid fixed subscription fee as described in Appendix 1 to be paid by the Customer to Cobuilder.

Private Context:  A Context into Cobuilder Define. A private Context can be written into external dictionaries based on the agreed terms and conditions (such as bSDD). Nobody can access a Private Context in Cobuilder Define, except if the owner of the Private Context chooses to share it.

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

PDT:  A Product Data Template according to CEN 442 WG 4 that holds data needed to specify, build and operate assets used in buildings or infrastructure projects. A PDT details the construction product’s attributes or properties that the manufacturer shares with the supply chain.

Products: The software and/or databases and/or documents or other products or functionality developed by Cobuilder based on the intellectual property rights (IPR) held by Cobuilder before this Agreement was entered into or before the Customer ordered the Products, in example Cobuilder Define, Cobuilder Specify, Cobuilder Deliver as well as goBIM or Cobuilder Plugins.

Services: The services which the Parties have agreed and specified in Appendix 1 that Cobuilder shall deliver to the Customer.

2. In general

2.1 This Agreement regulates the Parties’ obligations in relation to the performance of the agreed upon Services and delivery of the agreed upon Products. In the event of 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 page 2 may send a written notice as specified in the Agreement. To the extent possible, the Parties shall communicate through writing in relation to 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 set forth 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, nor 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 pursuant to a merger, sale of assets or stock shall be deemed to be an assignment under this Agreement.

3. Term

3.1 This Agreement is effective from the date of signing as stated on page 2. The term of the subscription of the Products starts after the Customer has paid the full License Fee for such prepaid fixed subscription, and lasts for the periods such License Fee are paid for, see Appendix 1 for detailed specification.

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 prior to 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, the personal data regarding the End Users shall upon Customer’s first written request be deleted unless storage for a certain period is required by law.

4. Prices

4.1 The prices for use of the Cobuilder Software as a Service are specified in the current Cobuilder pricelist, available upon request. The prices valid for the Customer when signing the Agreement are contained in the Appendix 1: Price list Cobuilder.

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

4.3 After the initial 12 month period as well as after each renewal period, the prices stated in Appendix 1 may be subject to adaption at the national inflation rate. Increases shall be limited to 4 % annually.

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 the Customer.

4.5 Other price changes shall be notified in writing and can only be implemented 30 days after the notification is sent. In this case, the Customer shall be entitled to terminate this Agreement by giving 30 days written notice to Cobuilder.

5. Intellectual property rights (IPR)

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

5.2 Cobuilder has and retains the copyright and/or other intellectual and neighbouring rights to the Cobuilder’s Material. 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 programmes and services that Cobuilder offers to the Customer through this agreement for use of Cobuilder Software as a service.

5.3 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.

5.4 The Customer has exclusive ownership of the Customer’s Data defined as the values of properties added to the platform by the Customer (including the Customer’s End Users) or by Cobuilder with the Customer’s authorisation.

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 countries to use the data and documents the Customer or Cobuilder with the Customer’s authorisation 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 in relation to the Products or Services.

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 Cobuilder Software as a Service. 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 Cobuilder Software as a Service. If the End User does not accept the End User License Agreement, the End User will not be granted access to Cobuilder Software as a Service. 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 Appendix 1, the Customer must enter into an agreement 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 Cobuilder Software as a Service. The Customer is responsible for the creation, maintenance and use of data from Cobuilder Software as a Service for the Customer’s needs. The Customer is solely responsible for providing the necessary training on Cobuilder Software as a Service for the Customer’s or the End User’s needs. Training can be organised by Cobuilder and billed as an additional service as per the hourly rate specified in Appendix 1.

6.3 The Customer is solely responsible for ensuring all data which the Customer or Cobuilder with the Customer’s authorisation enters into Cobuilder Software as a Service 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 Cobuilder Software as a Service, 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 authorisation has submitted into Cobuilder Software as a Service, 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 shall not grant third parties with any rights to use, reproduce, create derivative works of, distribute, publicly perform or publicly display the Product Data Template or parts of it.

7. Client Obligations.

The Company acknowledges that Cobuilder is entitled to market the agreement and inform publicly that the Company 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 Cobuilder Software as a service. 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 Cobuilder Software as a Service, Cobuilder commits to exercise its business and design its applications in such a way that Cobuilder does not violate internationally recognised 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 Cobuilder Software as a Service and/or other related products owned by Cobuilder in accordance with 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 breach in the IPRs by Cobuilder.

9. Responsibility

9.1 Cobuilder is, as operator of Cobuilder Software as a Service, 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 Cobuilder Software as a Service being unavailable or misused. The Cobuilder Software as a Service is offered and delivered as it is (“as is”) with no warranty regarding 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 Cobuilder Software as a Service, for the loss of any data, or any monetary damages directly or indirectly derived from the use of Cobuilder Software as a Service. Cobuilder is solely responsible for the safety and security of the data the End User has made available for Cobuilder Software as a Service, and for making the necessary back-ups in order to avoid loss and/or corruption of the Customer Data. In case of loss or corruption of the Customer Data due to Cobuilder Software as a Service, Cobuilder is only obliged to provide the Customer with the most recent available back-up, if any. Under no circumstances shall Cobuilder be obliged to input or reconstruct any lost or corrupted Customer Data, except if such loss or corruption or lack of (agreed back-ups) was caused by the gross negligence or wilful misconduct of Cobuilder.

9.2 If the implementation of the Agreement is wholly or partly prevented or materially impeded by circumstances beyond the Parties’ control, the Parties’ obligations are suspended to the extent relevant in the situation, and for as long as the situation lasts. Such circumstances include, but are not limited to lightning, floods, strikes, lockouts, and any circumstances which under applicable law will be judged as force majeure. Nonetheless, either Party may terminate the Agreement with one month’s notice if the occurrence of the force majeure makes it particularly burdensome for the latter to maintain the Agreement.

9.3 The Parties’ liability to each other is limited to direct damages and the payment actually paid by the Customer excl. VAT for the Cobuilder Software as a Service in the last six (6) months (however, section 3.3 will increase such amount in case the Agreement is terminated by the Customer due to substantial breach by Cobuilder). The Parties are under no circumstances responsible for the other Party’s consequential or indirect loss, including, but without limitation to consequential damages, operating losses, loss of use, transaction losses, losses incurred by third parties, loss of data or losses as a result of an agreement with a third party being annulled or amended. The following amounts are not subject to the upper limit for compensation claims if a Party is legally responsible for them: i) Payments to third parties; ii) personal injury, including death; iii) damage to real or movable property; and iv) compensation amounts which under the current legislation cannot be limited.

9.4 Each Party warrants to the other Party to hold all necessary material and intangible rights linked to their part of the delivery (Cobuilder for Cobuilder Software as a Service and other agreed upon Products and/or Services, and the Customer for all information the Customer or Cobuilder with the Customer’s authorization enters into and distributes through Cobuilder Software as a Service). If a third party brings an action or makes an objection about infringement of intellectual property rights, the Party possessing the relevant intellectual property rights is to be immediately notified. The Party holding the relevant intellectual property rights should take over the case and the costs and risks associated with the case and hold the other Party harmless from any claims relating to such infringement or alleged infringement.

10. Confidential information

10.1 Each Party undertakes to treat any and all “Confidential Information” (meaning any information, knowledge or material, whether in writing, electronically or orally, of a confidential or secret nature of or concerning either Party, its affiliates or their activities) relating to the other Party as strictly confidential and not to divulge it to any third party for any purpose whatsoever, whether during the course of or after the termination of this Agreement, 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 agreement without the other Party’s prior written consent. This undertaking shall not apply to: (i) information which at the time of disclosure is published or otherwise generally available to the public; (ii) information which is published or becomes generally available to the public, other than through any act or omission on the part of the recipient; (iii) information which was in the recipient’s possession at the time of disclosure and which was not acquired directly or indirectly from the other Party; (iv) information rightfully acquired by the recipient from a third party who did not obtain it under pledge of secrecy to the other Party or any third party; or (v) information which has been developed by the recipient independently of the Confidential Information received from the other Party.

10.2 All Confidential Information supplied to or acquired by either Party shall on termination of this Cobuilder Software as a Service agreement be destroyed. If such Confidential Information is in hard copy, such Confidential Information shall be returned promptly to the other Party at the cost of the dispatcher.

10.3 The Parties may disclose Confidential Information only to reliable employees or reliable employees of its affiliates who need to know in order to carry out the rights and obligations under this Cobuilder Software as a Service Agreement, provided that such persons are bound by obligations of confidentiality and non-use to the disclosing Party which are equal to the terms of this Cobuilder Software as a Service Agreement. The disclosing Party shall ensure that such employees are fully aware of the obligations of this Agreement and shall be responsible for any breach of these provisions by its employees or employees of its affiliates.

11. GDPR

11.1 If, and to the extent, Cobuilder is provided access to any personal data and/or must process any personal data when performing its obligations under the Agreement, the Parties record their intention that the Customer shall act as “data controller” and Cobuilder shall act as “data processor” as these terms are defined in the GDPR and the relevant Data Protection Act. To the extent Cobuilder is a data processor on behalf of the Customer, Appendix 3 will be applicable and regulate Cobuilder’s rights and obligations in relation to such processing of personal data.

11.2 The Customer acknowledges and agrees that personal data may be transferred or stored in any country of the European Union or European Economic Area in compliance with the applicable Data Protection Act, in order to carry out Cobuilder’s obligations under this Agreement. The Customer acknowledges and agrees that the personal data will be shared with Cobuilder`s employees, representatives, officers, directors, agents, advisors, affiliates, subcontractors and consultants who have a need to know such data for the purpose of providing technical support under strict confidentiality.

11.3 If the Customer enters personal information in Cobuilder Software as a Service, the Customer is responsible for obtaining a legal basis for processing the information so that the personal data can be used and redistributed by Cobuilder and other users of Cobuilder’s systems as allowed by the Cobuilder systems. If sensitive information is entered, the Customer agrees to get the person the information applies to, to enter such information into the platform themselves.

11.4 For personal data not regulated by Appendix 3, which the Parties have access to due to their contractual relationship, such as the contact details of their respective contact persons, both Cobuilder and the Customer shall each take the appropriate technical and organizational measures that are required to protect the personal data against accidental or unauthorized destruction, accidental loss, as well as against any modification of or access to, and any other unauthorized processing of the personal data.

12. Points of Contact

To ensure cooperation between the Parties, the points of contact indicated on page 2 shall be used for daily communication, notifications or changes to the Agreement. Either Party may change the contact person by sending an e-mail to the other Party’s contact with a 10 working days’ notice.

13. Revision and updates

Both Parties can request a contract revision/update based on a reasonable request. The contact persons indicated on page 2, or alternatively the contact persons pursuant to the process described in clause 11, may agree on updates to Appendix 1 by sending suggested updates by e-mail to each other and confirming by e-mail that such updates are accepted and that the new version shall replace the previous version.

14. Audit

The Customer has the right to realize or ask an external provider to do an audit of Cobuilder annually. Cobuilder must undertake to correct eventual vulnerabilities detected without undue delay, depending on the critical level.

15. Disputes

This Agreement is subject to the laws of the country where CB Entity signing this agreement is located, excluding its conflict of law rules. Any dispute arising out of or relating to this Agreement shall be first attempted resolved through negotiations. The Parties accept the competent court in the country where Cobuilder Entity signing this agreement is located, as exclusive legal venue for any litigation that might arise should the Parties fail to resolve disputes through negotiations within 2 months after starting the negotiations. The language of litigation shall be English.

Appendix 1: Price list Cobuilder

1. License Fee

The License Fee regarding Cobuilder Software as a Service may be agreed on per project (not limited in time, but prices for each project the Customer wants to use Cobuilder Software as a Service on) or the Customer may use Cobuilder Software as a Service limited to the time the Customer has paid the License Fee for in advance).

The License Fee shall be specified in this Appendix 1 or in a document the Parties agree shall be deemed as an attachment to this Appendix 1. Such License fee shall stipulate the Products from Cobuilder that will be covered by such License Fee.

If not agreed otherwise, Cobuilder will as part of the License Fee deliver the following services to such covered Products:

– The Products will be updated by Cobuilder from time to time. There are no additional costs to upgrading to minor or major version as the Products are web-based and do not require installation. Cobuilder will ensure regular minor updates every third weeks if needed as well as major updates as per Cobuilder’s roadmap for planned development of the Products.
– All maintenance of the Products is done by Cobuilder. Both minor and major updates are done outside of normal working hours. A release log is kept and available upon written request from the contact person of the Customer. All covered Products are available 24/7, and the guaranteed hours of availability are Monday to Friday on normal working days between 09:00 and 17:00 CET.

The Customer, including affiliated companies in which the Customer directly or indirectly holds from time to time more than 50% of the shares or is otherwise directly or indirectly in control, is given a non-exclusive right to use Cobuilder Software as a Service in accordance with the provisions of this Agreement.

The Customer may allow employees and others who perform functions for the Customer to become users of Cobuilder Software as a service as long as it is not in any conflict with Cobuilder’s interest.

2. Fixed services fee

The Parties can agree on a fixed fee for agreed establishment services from Cobuilder, in example a start-up package on fixed number of days of training and consulting with or without creation of initial sets of fixed number of PTD’s.

The Parties can agree on a fixed yearly fee for management of the dictionary for up to five experts.

The Parties can agree on a fixed support package (different prices for different support levels).

Such Fixed services fee shall be specified in this Appendix 1 or in a document the Parties agree shall be deemed as an attachment to this Appendix 1. Such Fixed services fee shall stipulate the specific Services from Cobuilder that will be covered by such Fixed services fee.

3. Hourly rates for additional value services

Cobuilder can provide professional services to accommodate requests by the Customer, and such additional services will be charged according to the standard hourly rates if no fixed services fee is agreed upon in writing.

If the Customer has not decided that the workplace shall be on a specific address, Cobuilder will perform the Services where Cobuilder deems appropriate until the Parties contact persons agree to a specific location. Cobuilder’s ordinary working hours on normal working days are from 08-16. The ordinary working hours include 0.5 hour lunch.

When executing the Services between the hours 16-20 on working days an addition of 50 % will be made to Cobuilder’s ordinary hourly rate. When executing the Services beyond these hours, there will be given an addition of 100 % to Cobuilder’s s ordinary hourly rate.

Disbursements are covered to the extent agreed between the Parties, including disbursements the Customer requests Cobuilder to conduct in relation to the Customer’s systems, Products or Services.

Travel costs for the Cobuilder’s travels under 10 km to and from the Cobuilder’s workplace are covered by Cobuilder. Other travel or diet costs will be covered by Cobuilder in accordance with the relevant Governments current rates unless otherwise agreed.

To deliver consultancy, development or other required additional services, the following resources are available at standard rates:

ResourceTitleRate/hour in Euro
CEOCEO210
ManagementHead of Departments170
Research & DevelopmentProject Manager155
Research & DevelopmentExpert-level Consultant125
ITSenior-level Developer155
ITJunior-level Developer125
SupportSupport Desk125

Appendix 2: End User License Agreement

Last updated in 15 January, 2019.

Welcome as a user of Cobuilder Software as a Service!

IMPORTANT – READ CAREFULLY BEFORE USING THE SOFTWARE PROVIDED FROM COBUILDER.

BY INSTALLING, COPYING, OR OTHERWISE USING COBUILDER SOFTWARE AS A SERVICE, 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 Software as a Service, licensed by Cobuilder. By accepting these terms or by installing, downloading, copying, or otherwise using Cobuilder Software as a service, 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 install or use Cobuilder Software as a Service.

The Cobuilder software as a Service is protected by copyright laws and international copyright treaties, as well as other treaties and laws regulating intellectual property rights (“IPR”). The Cobuilder Software as a Service 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 and Cobuilder regarding Cobuilder Software as a Service.

Cobuilder: Cobuilder AS with registered office address, Vollsveien 9-11, N-1366 Lysaker Norway. Cobuilder is the developer and supplier of Cobuilder Software as a Service.

Cobuilder Collaborate: The software for which this EULA applies. A cloud based software and database tool system that helps customers and contractors to deliver checked Asset Information Models. coBuilder Cobuilder Collaborate allows contractors to set their data requirements, collect the data directly from manufacturers and other suppliers, and have an automated data checking service before exporting to models or directly to BIM/COBie. The system consists of the software applications Cobuilder Define, Cobuilder Specify and Cobuilder Deliver developed by Cobuilder and delivered by Cobuilder as Software As A Service.

Cobuilder Define: A software application partly based on concepts and features from bSDD developed by Cobuilder and delivered as Software As A Service. CoBuilder Define enables end-users to create a Context.

Cobuilder Deliver: A software application developed by Cobuilder and delivered as Software As A Service. Cobuilder Deliver enables the End User end-users to collect project-specific data and documents directly from the people entity installing products on the Customer’s project. A contractor may invite a supplier who is then granted free access to a module of Cobuilder boyge branded as Cobuilder Deliver.

Cobuilder goBIM: An online service platform developed by Cobuilder where manufacturers input product information in order to distribute it to different actors in the construction industry. goBIM is a software and database tool to allow construction product manufacturers to make PFTs based on European and national standards as well as openBIM standards, and for them to then share their data in multiple languages and BIM formats, such as IFC, COBie and Revit.

Cobuilder Specify: A software developed by Cobuilder for creating specifications for how building elements can be designed and built according to the execution standards and delivered as Software As A Service. End Users will be able to use the same specifications on multiple projects, and compare products and prices based on the same criteria, and as well as automate the purchasing process.

Content: Any data from any of Cobuilder’s online databases made available through Cobuilder Software as a Service, 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 Software as a Service account, who is party to the Cobuilder Software as a Service Agreement with Cobuilder for the purchasing of Cobuilder Software as a Service and who has paid the Licence 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 Cobuilder Software as a Service.

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

2. End User License Agreement (EULA)

2.1 Authorization
By accepting this EULA, you as the End User give Cobuilder authorization to use all the data the End User has entered into Cobuilder’s online solution and make it available to other users of Cobuilder’s online solution in the way Cobuilder’s online solution at any time is offered on the market.

2.2 License
Subject to the terms of this EULA, Cobuilder hereby grants the End User a limited, non-exclusive, non-transferable and royalty-free license (without the right to sub-license) to use Cobuilder Software as a Service solely within the scope of the Agreement, including this EULA. The End User shall have no right of title or ownership to the Cobuilder Software as a Service, and no right to distribute, license (whether or not through multiple tiers) or otherwise transfer Cobuilder Software as a Service to any third party or incorporate Cobuilder Software as a Service in any software, product or technology. If the End User does not agree to the terms of the EULA, any use of Cobuilder Software as a Service by the End User is prohibited and the End User is not permitted to install or use Cobuilder Software as a Service.

3. End User Account

3.1 The Account
The Customer can allocate Cobuilder Software as a Service 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 through the use of 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 Software
The End User shall have no rights to any source code for any of the software in the Cobuilder Software as a Service. The End User may not reverse engineer, decompile, modify or disassemble the Cobuilder Software as a Service or otherwise reduce the Cobuilder Software as a Service 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 termination in accordance with this EULA. The End User is not permitted to use Cobuilder Software as a Service 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 Software as a Service may require the use of a development tool, compiler and 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 with respect to Third Party Software.

4.3 End User’s Responsibility and Cobuilder’s indemnification
The End User is responsible for ensuring that the End User is using any Content from Cobuilder correctly, including to ensure that any use or data entry does not constitute an infringement of third-party IPR. This obligation applies to any use of Cobuilder Software as a Service 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 Cobuilder Software as a Service 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 Software as a Service.

4.5 Obligation to adhere to acceptable use
The End User commits to ensure that Cobuilder Software as a Service is used by the End User only as intended by Cobuilder and pursuant 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 Cobuilder Software as a Service. The End User is responsible for the creation, maintenance and use of data or other Content from Cobuilder Software as a Service 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 Software as a Service and Cobuilder databases is correct.

The End User agrees, by using the Cobuilder Software as a Service, not to upload, post, transmit or otherwise make available any Content that is illegal, harmful, threatening, abusive, harassing, torturous, 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 may not use Cobuilder Software as a Service 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 Cobuilder Software as a Service 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 failure of the Cobuilder Software as a Service could lead to the death or serious bodily injury of any person, or to 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 Cobuilder Software as a Service 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 Cobuilder Software as a Service.

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 databases that it determines, at its sole discretion, is in violation of 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, product data sheets 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 Cobuilder Software as a Service and does not guarantee the accuracy, integrity or quality of any Content.
The End User’s data, Context 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 to you 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 programmes and services that Cobuilder offers to the End User through Cobuilder Software as a Service.

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 Software as a Service 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 and any other information available in Cobuilder’s databases, belongs to Cobuilder.

7. Limitations in responsibility

Cobuilder is not responsible for any events, losses or damages resulting from the misuse or inaccessibility of Cobuilder Software as a Service or any other Cobuilder services or products.

The End User cannot assert any liability or other rights to compensation, only the Customer may do so in accordance with the Agreement between the Customer and Cobuilder.

8. Confidential Information

The End User shall treat any and 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 the course of 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 and Cobuilder pursuant to the Agreement between these two.

10. Term and termination

The EULA is applicable from the point in time the End User first accesses, downloads or otherwise uses Cobuilder Software as a Service 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 Software as a Service, and the End User agrees to destroy all copies of the Cobuilder Software as a Service 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 Cobuilder Software as a Service 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.

Appendix 3: Data Processing Agreement

1. Definitions

Agreement: All terms defined in in the Agreement on Cobuilder Software as a Service (the “Agreement”) shall have the same meaning in this Data Processing Agreement, which is an appendix to the Agreement. For the purpose of this DPA, “in writing” or “documented” shall also include electronically available formats, such as email.

GDPR: The EU’s General Data Protection Regulation (EU) 2016/679.

Data Processor Agreement (DPA): These terms and conditions with any annexes, alterations and updates agreed upon between the Parties in writing (electronically or on paper). The DPA is in accordance with the GDPR. The DPA applies between the Customer as the Controller and the Cobuilder as Processor, within the meaning of the GDPR. The DPA shall be available in writing, hereunder electronically. The DPA is an appendix to the Agreement and does not entail any changes to the commercial terms of the Agreement.

Customer: As defined in the front page of the Agreement.

Controller: The Customer as defined in the Agreement.

Processor: Cobuilder as defined in the front page of the Agreement.

2. Data Processor Agreement’s Aim

This DPA regulates the rights and obligations of the Parties in accordance with the GDPR. The DPA shall ensure that personal data related to the data subjects is not unlawfully processed or made available for unauthorized persons. The aim of this DPA is to specify under which terms Cobuilder, as the Customer’s Processor, may process personal data, hereunder to give Cobuilder a legal basis for any processing pursuant to the Agreement or the Customer’s requests.

The Processor and any person acting on behalf of the Processor, which has access to personal data, shall process said data only on documented instructions from the Controller. The Parties agree that this DPA constitutes such instructions from the Controller. The Parties agree that the Customer shall ensure that new purposes/processing activities shall be documented in writing in some way or other.

The personal data to be processed: All personal data made available by the Customer to Cobuilder through the fulfilment of the Agreement. In particular: employees’ name, email address, phone number, password, employer and job title.

The categories of data subjects are the Customer’s own employees and hired personnel, the Customer’s management and owners, persons associated with the Customer’s suppliers, customers and other contracting parties who use Cobuilder’s solution pursuant to the Agreement as well as any other end user the Customer connects to Cobuilder’s product or service.

The processing covered by the DPA: The processing that is necessary for Cobuilder to fulfil their obligations pursuant to the Agreement, the Customer’s instructions, applicable laws, and pursuant to subsequent contractual relationship between the Parties. This paragraph sets the framework for the Processor’s processing of personal data on behalf of the Customer.

3. The Processor’s Obligations

The Processor shall comply with Controller’s requested procedures and instructions for the processing. The Controller hereby requests that the Processor keep the Customer and the end-users updated, with email and text message correspondence, on the products and services delivered pursuant to the Agreement, including new features, manuals, technical developments, campaigns and similar information. Any individual who does not wish to receive such updates must be able to unsubscribe from these. The Processor shall assist the Controller with complying with their own responsibilities under applicable personal data legislation, hereunder the GDPR, including the Controller’s duty to respond to requests from data subjects for the purpose of exercising his/her rights as a data subject and ensuring compliance with the GDPR articles 32 through 36.
Unless otherwise agreed upon or provided by law, the Controller has the right to access and inspect the personal data processed and the systems used for this purpose. The Processor is obliged to provide necessary assistance to this.

The Processor shall keep the Controller’s documentation and personal data confidential. This provision also applies after the DPA’s termination. The Processor shall ensure that persons authorized to process the personal data are contractually obligated to process the information confidentially, if such person is not subject to an appropriate statutory duty of confidentiality.

The Processor shall undertake necessary technical and organizational measures to achieve a level of security appropriate to the risks associated with processing of personal data and to ensure that the processing meets the requirements of applicable data protection legislation, including the requirements of the GDPR, and the protection of the rights of the data subject. The Processor shall immediately inform the Controller if, in its opinion, an instruction from the Controller infringes the GDPR or other statutory provisions on the protection of personal data.

4. Use of Sub-Processor

The Processor shall not engage a sub-processor without obtaining a prior specific or general written permission for this from the Controller. If Cobuilder has received a general written permission, Cobuilder shall inform the Customer of plans to use other sub-processors, thereby giving the Customer the opportunity to object. All of Cobuilder’s sub-processors shall be familiar with the terms in this DPA and comply with the same conditions. An overview of the Processor’s sub-processors is available in an Annex A to this DPA. The Annex shall be updated if there are changes to the use of sub-processors.

5. Controller’s Rights And Obligations

The Controller has the rights and obligations which applicable law at any given time requires of the Controller for the processing of personal data. In the event of violations of this DPA or the GDPR, the Controller may require of the Processor to stop further processing of the data with immediate effect.

6. Security & Audits

An overview of the Processors technical and organisational security measures are available in Annex B to this DPA. The Processor shall notify the Controller of any security breaches without undue delay. Controller is responsible for forwarding the notification to the relevant authority.

The Controller may, at their own cost, carry out audits of the Processor’s processing of the Controller’s personal data. The Processor shall, upon request, enable and contribute to audits, including inspections, carried out by the Controller or another inspector, authorized by the Controller. Upon request, the Processor shall make available to the Controller all information necessary to demonstrate that the requirements set out in this DPA are met, hereunder security documentation.

7. Duration & Termination

The DPA applies as long as the Processor is processing personal data on behalf of the Controller, and the DPA follows the same rules for termination as the Agreement.

Pursuant to the Controller’s decision, the Processor shall delete or return all personal data received on behalf of the Controller to the Controller after the end of provision of the services relating to processing (upon termination of this DPA). The Processor shall delete existing copies of such personal data, documents and data, unless laws require the personal data or such documents / data to be stored. This also applies to any backups.

8. Notices And Disputes Resolution

Notices pursuant to this DPA shall be sent by email to the Parties’ contact persons pursuant to the Agreement. The DPA shall be regulated by the same national legislation and disputes shall be settled by the same courts of law as agreed upon in the Agreement.

Cobuilder, February 2019.