This end user licence agreement (Licence) is a legal agreement between you (Licensee) and NBS Enterprises Limited (NBS). This Licence shall govern the Licensee’s use of the products (Products) and services (Services) licences for, and/or access to which, have been purchased by, or otherwise provided to, NBS’s customer (Customer).
NBS grants the Licensee the right to access and use the Products and Services on the basis of this Licence. NBS does not sell the Products or Services to the Licensee. NBS remains the owner of the Products and Services at all times.
BY ACCESSING AND USING THE PRODUCTS AND/OR SERVICES THE LICENSEE AGREES TO THE TERMS OF THIS LICENCE WHICH WILL BIND THE LICENSEE. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 5.
IF THE LICENSEE DOES NOT AGREE TO THE TERMS OF THIS LICENCE, THEY MAY NOT ACCESS AND USE THE PRODUCTS OR SERVICES AND THEY MUST DISCONTINUE USE OF THEM IMMEDIATELY.
1. GRANT AND SCOPE OF LICENCE
1.1 The following definitions shall apply to this Licence:
BIM Objects: means the digital files in a format that is fully compatible with and part of NBS’s “NBS National BIM Library” and which contain information about a real-world physical building component or material that is used in the construction process.
Content: shall mean all human and machine readable data retained, maintained and displayed in or via the Products and/or Services other than User Data or Project Data.
Intellectual Property Rights: means the patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
NBS ID: means the identification account system provided by NBS, through which the Licensee creates the ID necessary in order to access and use the Products and/or the Services.
Permitted User: means a user of the Products and/or Services who is granted access to and/or use of the same by the Customer in accordance with its contract with NBS.
Project: means any project which the Licensee or a Permitted User creates and/or develops using the Products and/or Services from time to time.
Project Data: means any data, information or content which the Licensee or a Permitted User from time to time, adds and/or uploads, to or through, the Products and/or Services and which is specific to a Project.
User Data: means any data, information or content which the Licensee, from time to time, adds and/or uploads to, or through, the Products and/or Services and which is not Project Data.
1.2 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
1.3 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms preceeding those terms.
1.4 In consideration of the Licensee agreeing to abide by the terms of this Licence, NBS hereby grants to the Licensee a non-exclusive, non-transferable licence to use the Products and Services on the terms of this Licence.
1.5 Subject at all times to the terms and restrictions set out in this Licence the Licensee may use the Products and Services only for the purposes for which the Products and/or Services have been provided to the Customer by NBS.
1.6 The Products and Services are provided by NBS to the Licensee without warranty (express or implied) of any kind, including but not limited to any warranty as to satisfactory quality, fitness for a particular purpose or non-infringement.
1.7 NBS does not guarantee that either the Products or Services, or any User Data, Project Data or Content will always be available or that access to them will be uninterrupted. NBS will not be liable to the Licensee if for any reason any of such items are unavailable for any period.
1.8 The Customer is responsible for making all arrangements (including providing any equipment, hardware or software and an internet connection) necessary for the Licensee to have access to the Products and Services and NBS has no responsibility for making such arrangements.
2. RESTRICTIONS
2.1 The Licensee may not reproduce in any form, any part of the Products or Services or the Content except as expressly provided for in this Licence.
2.2 Except with NBS’s express, prior written consent (there being no presumption that NBS shall give its consent) or as otherwise specified in this Licence or as is necessary for the Licensee to make full use of the functionality of the Products or Services, the Licensee may not at any time during the License, or at any time thereafter:
2.2.1 use or permit others to use the Products or Services or the Content for the purpose of developing and/or maintaining for himself or for others, an alternative service provision which either directly or indirectly competes with the Products or Services or in some other way serves the same or a similar purpose as the Products or Services;
2.2.2 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Products or Services or the Content (as applicable) in any form or media or by any means; or
2.2.3 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Products or Services except as permitted in law; or
2.2.4 use the Products or Services to provide services to third parties; or
2.2.5 licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Products or Services available to any third party except those third parties who are Permitted Users and the Licensee shall ensure such third party Permitted Users are only granted such rights as are absolutely necessary for them to collaborate with the Customer on a Project.
2.3 The Licensee shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products or the Services and, in the event of any such unauthorised access or use, promptly notify NBS.
2.4 The Licensee shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Products or Services that:
2.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.4.2 facilitates illegal activity;
2.4.3 depicts sexually explicit images;
2.4.4 promotes unlawful violence;
2.4.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.4.6 is otherwise illegal or causes damage or injury to any person or property; and NBS reserves the right, without liability or prejudice to its other rights or remedies, to disable the Licensee’s access to any material that breaches the provisions of this clause 2.4.
3. CONFIDENTIALITY AND SECURITY
3.1 Any information imparted to the Licensee relating to the Products, the Services or the Content, shall be kept confidential by the Licensee, and shall be used solely in connection with the normal use of the Products and/or the Services strictly in accordance with this Licence.
3.2 The Licensee shall not use the Products and/or Services without first creating an NBS ID and password and shall keep secure and confidential its NBS ID.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 All of the Intellectual Property Rights in the Products, the Services and in the Content are, and shall remain at all times, the sole and exclusive property of NBS or its licensors. All such rights are reserved. The Licensee shall acquire no rights in the Products, the Services or the Content except as expressly provided for in this Licence.
4.2 Without prejudice to the generality of clause 4.1 the NBS and NBS logos and all other NBS and NBS trademarks, product names, and trade names logos appearing in, on or in connection with the Products or Services are owned by NBS. The Licensee may not use or display any such trademark, product name, trade name, or logo without NBS’s prior written consent. All other trademarks, product names, trade names and logos appearing in, on or in connection with the Products or the Services are the property of their respective owners. The Licensee may not use or display any such trademark, product name, trade name, or logo without the owner’s prior written consent.
4.3 NBS shall not acquire any title to the Intellectual Property Rights in any User Data or Project Data but shall be entitled to use the same in accordance with the terms of its contract with the Customer for the supply of the Products and/or the Services.
5. LIMITATION OF LIABILITY
5.1 Neither the Products nor the information they contain nor the information provided through the Services are intended, and accordingly shall not be relied upon, either as a substitute for professional advice or judgement, or to provide legal or other advice with respect to any particular circumstance.
5.2 Nothing in the Licence limits any liability which cannot legally be limited, including liability for:
5.2.1 death or personal injury caused by negligence;
5.2.2 fraud or fraudulent misrepresentation; and
5.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
5.3 Subject to clause 5.2, NBS’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence shall not exceed the amount paid in respect of that User’s subscription by the Customer under its contract with NBS.
5.4 Subject to clause 5.2 the following types of loss are wholly excluded:
5.4.1 loss of profits;
5.4.2 loss of sales or business;
5.4.3 loss of agreements or contracts;
5.4.4 loss of anticipated savings;
5.4.5 loss of use or corruption of software, data or information;
5.4.6 loss of or damage to goodwill; and
5.4.7 indirect or consequential loss.
5.5 Clause 5 shall survive termination of the Licence.
5.6 The Products may include, or the Services may provide links to, third party websites. NBS is not responsible or liable for:
5.6.1 the availability or accuracy of such websites; or
5.6.2 the content, products, or services on or available from such websites; and
5.7 Inclusion of third party Content (including BIM Objects) and links to such websites do not imply any endorsement by NBS of such BIM Objects, websites, or the content, products, or services available from such websites.
5.8 This Licence sets out the full extent of NBS’s obligations and liabilities in respect of the supply of the Products and Services to the Licensee. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on NBS. Any condition, warranty, representation or other term concerning the supply of the Products and Services to the Licensee which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
5.9 NBS shall not, in any circumstances, be liable for the legality, reliability, integrity, quality or accuracy of the Project Data, the User Data or any Content (including BIM Objects) which is supplied by a third party and which is available through the Products and/or Services; nor for the reliability, accuracy or relevance of the results obtained by use of any of the foregoing.
6. TERMINATION
6.1 This Licence shall automatically terminate where:
6.1.1 NBS’s contract with the Customer for the supply of the Products and/or Services terminates; or
6.1.2 the Licensee commits a material or persistent breach of this Licence which the Licensee fails to remedy (if remediable) within 14 days after the service of written notice requiring the Licensee to do so.
6.2 Upon termination for any reason:
6.2.1 all rights granted to the Licensee under this Licence shall cease; and
6.2.2 the Licensee must immediately cease using the Products and Services and cease all activities authorised by this Licence.
7. DATA PROTECTION
7.1 When processing personal data NBS shall comply with the applicable data protection legislation and its privacy policy available at www.theNBS.com. The privacy policy contains important information which the Licensee should read. NBS may amend its privacy policy from time to time and the Licensee should check the website regularly for updates.
7.2 NBS usually only collects personal data of users of its Products and Services for the purposes of creating the NBS ID, to optimise user experience and to provide relevant marketing materials to the Licensee.
7.3 The Licensee shall provide NBS with only that personal data which has been requested for creation of the NBS ID. The Licensee shall not provide NBS with any other personal data nor use any of the Services or Products to store any other personal data.
7.4 As further set out in the NBS privacy policy, the Licensee’s personal data may be transferred to and processed by NBS’s third party service providers, but only where NBS has appropriate written processing terms with those service providers. If the Licensee objects to processing by those third party service providers NBS may be unable to offer certain aspects of the Content, Services and Products to the Licensee.
7.5 NBS will not share the Licensee’s personal data with manufacturers of products who provide technical information for NBS’s products and services.
8. OTHER IMPORTANT TERMS
8.1 NBS may assign or transfer any of its rights and sub contract any of its obligations under this Licence to another organisation, but this will not affect the Licensee’s rights or its obligations under this Licence.
8.2 The Licensee may only transfer the Licensee’s rights or obligations under this Licence to another person if NBS agrees in advance in writing.
8.3 This Licence constitutes the entire agreement between NBS and the Licensee and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between NBS and the Licensee, whether written or oral, relating to its subject matter. The Licensee agrees that the Licensee shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or these terms and condition or any document referred in them. The Licensee agrees that the Licensee shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or these terms and conditions or any document expressly referred to in them.
8.4 If NBS fails to insist that the Licensee performs any of the Licensee’s obligations under this Licence, or if NBS does not enforce its rights against the Licensee, or if NBS delays in doing so, that will not mean that NBS has waived its rights against the Licensee and will not mean that the Licensee does not have to comply with those obligations. If NBS does waive a default by the Licensee, it will only do so in writing and that will not mean that it will automatically waive any later default by the Licensee.
8.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
8.6 This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
8.7 NBS and the Licensee irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
8.8 Except as expressly provided in this Licence, nothing shall confer or purport to confer on a third party any benefit or any right to enforce any provision of this Licence.
8.9 The Licence or any of its terms may be varied, amended, or modified or the Licence may be suspended, cancelled or terminated by agreement in writing between the parties or the Licence may be rescinded (in each case), without the consent of any third party.
8.10 If the Licensee wishes to contact NBS in writing, or if any condition in this Licence requires the Licensee to give NBS notice in writing, the Licensee will send this to NBS’s registered office or by e-mail to info@thenbs.com. NBS will confirm receipt of this by contacting the Licensee in writing, normally by e-mail.
8.11 If NBS has to contact the Licensee or give notice to the Licensee in writing, they will do so by e-mail to the email address provided by the Licensee when they created their NBS ID.
8.12 Any notice given by the Licensee to NBS, or by NBS to the Licensee, will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
8.13 NBS will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Licence that is caused by an event outside of its reasonable control and if such an event takes place that affects the performance of NBS’s obligations under this Licence:
8.13.1 NBS’s obligations under this Licence will be suspended and the time for performance of its obligations will be extended for the duration of such event; and
8.13.2 NBS will use its reasonable endeavours to find a solution by which its obligations under this Licence may be performed despite such event failing which NBS shall be entitled to terminate this Licence immediately by giving notice in writing to the Licensee.
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