READ THIS BUSINESS AGREEMENT (HEREAFTER THE AGREEMENT) CAREFULLY BEFORE USING AND ACCESSING BIMCOLLAB SERVICES OR INSTALLING AND USING BIMCOLLAB SOFTWARE. BY TAKING IN USE THIS SERVICES OR SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES NOR INSTALL THE SOFTWARE. IN THAT EVENT YOU MAY CANCEL YOUR ACCOUNT OR SUBSCRIPTION FOR A FULL REFUND. ALL RIGHTS AND WARRANTIES COVERING THE SERVICES AND SOFTWARE ARE STATED IN THIS AGREEMENT.
You may use and access our websites and web-services (collectively the “Services”) in accordance with the Terms of this Agreement. If you’re using our Services for an organization, you’re agreeing to these Terms on behalf of that organization. You will obtain from your End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow KUBUS to provide the Services. Some Services require to download, install or automatically update software, which, including add-ons for third party’s software and documentation, whether on disk, in “read only” memory, on any other media or in any other form (collectively the “Software”) are licensed to you, not sold, by KUBUS BV (hereinafter called “KUBUS” ) for use bound to the Terms of this agreement, and KUBUS reserves all rights not explicitly granted to you. The rights granted herein are limited to the intellectual property of KUBUS and do not include any other rights.
All proprietary rights to the Services, Software and related materials belong to KUBUS, unless otherwise stated. All intellectual property rights associated with or arising from the Services and Software including copyright, trade secrets, patents and trademarks belong to KUBUS unless otherwise stated. The Software is protected by copyright laws, international treaty provisions, and all other applicable national laws. The terms of this Agreement also apply to any software upgrades provided by KUBUS to replace or supplement the original Software, unless such upgrade is accompanied by a separate agreement, in which case the terms of that separate agreement apply.
3. DATA PROCESSING
Except for on-premise installations KUBUS is responsible for hosting all data used in BIMcollab services. KUBUS will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process your Data as submitted to the Services including account and contact information of end users (hereafter called the ‘Data’). These measures are designed to protect the integrity of the Data and guard against the unauthorized or unlawful access and usage. The Data is hosted in a energy efficient datacenter in the Netherlands. To the extent that the Data is subject to EU Data Protection Laws and is processed by KUBUS as a data processor acting on your behalf, KUBUS will use and process the Data in order to provide the Services and fulfill KUBUS’ obligations under the Agreement. KUBUS may update the Services from time to time, causing interruption of the Service which will be kept to an absolute minimum.
3b. ON-PREMISE INSTALLATIONS
For on-premise installations you agree to take full responsibility for security and backups related to the data processed by BIMcollab on your servers as well as all privacy measurements according to EU law and your company and project policies. In this case KUBUS does not act as a data processor on your behalf.
4. END USERS AND ADMINISTRATORS
You may specify users to access and modify your Data (called ‘End Users’) depending on the purchased level of Services. You may also be able to define End Users as ‘Administrators’. You acknowledge that Administrators may have the ability to monitor, restrict, or terminate End User’s access to the Services and also may have the ability to access, disclose, restrict or remove your Data in or from the Services. KUBUS responsibilities do not extend to the Administration of the Services. You are responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators’ use of the Services complies with this Agreement. You will prevent unauthorized use of the Services by your End Users and terminate any unauthorized use of or access to the Services. You will promptly notify KUBUS of any unauthorized use of or access to the Services.
5. THIRD PARTY ACESS
Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure. You are responsible for responding to Third Party Requests via your own access to information.
6. PERMITTED USE AND RESTRICTIONS
Under this Agreement, you may use the Services and Software for the number of users and projects, during the time you purchased. It is allowed to use the Service or Software for the storage and (re)production of material provided that such material is not copyrighted or for which you own the copyright, or materials you are authorized or legally permitted to reproduce. It is not permitted to make the Services or Software available over a network in such way it can be used simultaneously by more users then the amount purchased. Unless expressly permitted in this Agreement or by applicable law, you may not copy the Software in whole or in part, decompile or disassemble, modify or reverse engineer to recreate the Software or derivatives of it.
7. SOFTWARE TRANSFER
Intern. You may move your copy of the Software to another device. After transfer, you must completely remove the Software from the previous device by deactivating the Software. Transfer to a third party. You may not (do) rent, (do) lease, (do) display, redistribute or give this Software. You are permitted once to transfer all your rights to the Software permanent to a third party, provided that (a) the transfer relates to the entire Software, including all component parts, original media, printed materials and this Agreement, (b) you do not keep complete or partial copies of the Software, including copies stored on a computer or other storage device; (c) the party receiving the Software accepts the terms of this and (d) KUBUS immediately is informed about this transfer.
8. CONSENT TO USE DATA
You agree that KUBUS collects technical information about your computer and usage. This information is gathered periodically to check against the conditions of this Agreement and is in such form you cannot be identified. KUBUS may use this information to guard against abuse and to analyze usage for improvement of the Services and Software.
This agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from KUBUS, if you do not meet one or more of the terms of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Services and Software and destroy all copies of the Software in your possession. All accounts of End Users providing access to your use of the Services will be ended.
10. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law and subject to the provisions above, KUBUS or its suppliers are not liable for any damages (including, but not limited to damages for loss of profits, business interruption, loss of business information or other pecuniary loss) by using the Software, even if KUBUS was aware of the possibility of such damages. Total liability of KUBUS under any provision contained in this Agreement is in any case limited to the amount actually paid by you for the Software.
11- EXPORT CONTROLS
You are not permitted export or re-export the Software. You also agree that you will not use the Software for purposes prohibited by the laws of the Dutch state including, but not limited to, the development, design, manufacturing or production of nuclear, chemical or biological weapons.
12. APPLICABLE LAW AND SEVERABILITY
This License Agreement shall be construed as under and governed in accordance with the laws of The Netherlands. Both parties agree that the exclusive jurisdiction and venue of any lawsuit between them shall be a court sitting in The Netherlands. When the Dutch court decision is not enforceable KUBUS may elect another jurisdiction for legal remedy. In the event that any part of this Agreement is declared not to be binding by a competent court the remaining provisions of this Agreement shall continue to be in effect.
13. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN KUBUS AND YOU, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN KUBUS AND YOU RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
BIMCOLLAB BUSINESS AGREEMENT 2018-01
© KUBUS BV