01-02-2025

The parties agree to the terms of this agreement.

License Grant

Software License.
BIMGENETIC hereby grants to CLIENT a non-exclusive, non-transferable, non-sublicensable, irrevocable license to use the VITUS system (hereafter referred to as the Software).

No Other Rights.
BIMGENETIC reserves for itself all other rights and interest not explicitly granted under this agreement.

Software.
“Software” means the VITUS platform. Software is further described in the [VITUS SOFTWARE ATTACHMENT], attached to this agreement.

 

Make Software Available.

On the later of the Effective Date and CLIENT’s first payment for the Software, BIMGENETIC will make the Software available to CLIENT in an electronic format from VITUS’s website, at https://app.vitus.cloud

 

Training and Support Services

Training

BIMGENETIC will provide CLIENT with an initial training service necessary to on-board and operate the Software, online or at CLIENT’s offices and on days and times the parties agree to in writing.

Support

Initial Free Support includes Technical Support

• Technical Support: This includes telephone or electronic support during BIMGENETIC’s normal business hours to help CLIENT locate and correct problems with the Software. It also includes internet-based support system generally available at BIMGENETIC’s normal business hours.
• If the CLIENT organization exceeds thirty (30) active user licenses, the CLIENT agrees to designate a minimum of two (2) Superusers who will serve as the primary points of contact for internal support. BIMGENETIC will provide training and ongoing support to these Superusers to ensure they can assist other users within the organization effectively.
  While all users are permitted to contact the BIMGENETIC support services as needed, the CLIENT acknowledges that Superusers should handle routine inquiries and first-level troubleshooting internally before escalating issues to the BIMGENETIC support team. This structure is intended to optimize support efficiency and ensure timely assistance for all users.

 

Extended Technical and Development Hours Support. If the CLIENT requires integration of Vitus with other platforms or the merging of platforms or data outputs, the CLIENT may choose to purchase BIMGENETIC’s development services. 

 

Updates and Maintenance Services

• Updates. BIMGENETIC shall provide CLIENT, at BIMGENETIC’s expense and discretion, with updates, extensions, enhancement, modifications, and other changes BIMGENETIC makes or adds to the Software and which BIMGENETIC offers to other licenses of the Software.
• Fixes and Patches. BIMGENETIC shall provide CLIENT, at BIMGENETIC’s expense and discretion, with bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications.

 

Reporting and categorizing of errors

If the CLIENT identifies any issues resulting from system defects, these shall be reported to BIMGENETIC. The defect report must include the following information:

• Description of the error
• URL link to the project (if the issue occurs in a dashboard or saved view, provide the relevant URL)
• Screenshot of the error
• Time and frequency of occurrence

Defects will be jointly categorized by BIMGENETIC and the CLIENT into predefined levels (e.g., Level A, B, C), which will determine the assessment process, response time, and resolution approach, including the expected start and release method.

 

License Payment

License Fee Paid in Full according to signed agreement.

Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1% per month or the maximum allowed by Law, whichever is less.

 

CLIENT User Obligations

CLIENT shall be responsible for

• obtaining and maintaining all user access computer hardware, Software, and communications equipment needed to internally access the Service, and
• paying all related third-party access charges (e.g., BIM360 user accounts, Forge viewer user accounts, Autodesk Cloud Credits, etc.) incurred while using their Service.

 

Anti-Virus Obligations. 

• CLIENT shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and Software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contamination or destructive properties (collectively “Viruses”).

 

CLIENT’s Use of Services. 

• CLIENT shall
  • abide by all local and international Laws and regulations applicable to its use of the Service,
  • use the Service only for legal purposes, and
  • comply with all regulations, policies and procedures of networks connected to the Service.

 

Restricted Use

CLIENT may and will not

• distribute, license, loan, or sell the Software or other content that is contained or displayed in it.
• modify, alter, or create any derivative works from the Software.
• reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software.
• remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.

 

Permitted Uses

• Installation / Access. CLIENT may access and use the Software solely for internal business use.
• Evaluation Use. If CLIENT has ordered an evaluation license, CLIENT may use the Software only for evaluation purposes and only during the applicable evaluation period. 
• Home Use.  CLIENT may access the Software on a personal or home computer, provided all security and granted access privileges are obtained remotely.
• Backup and Archival Copies.

 

CLIENT may not copy any of the Software for any backup or archival purposes. BIMGENETIC can at direct request offer an additional archiving service. 

 

Representations

Mutual Representations

• Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
• Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
• Execution and Delivery. The parties have duly executed and delivered this agreement.
• Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
• No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement.
• No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under
  • its articles, bylaws, or any unanimous shareholders agreement,
  • any Law to which it is subject,
  • any judgment, Order, or decree of any Governmental Authority to which it is subject, or
  • any agreement to which it is a party or by which it is bound.
• Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to
  • own, lease, and operate its properties, and
  • conduct its business as it is now carried on.
• No Disputes or Proceedings.
  There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
• No Bankruptcy.
  Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

 

BIMGENETIC’s Representations

• Disclosure Schedule.
  BIMGENETIC’s Disclosure Schedule lists any exceptions to its representations.
• Ownership of Intellectual Property.
  BIMGENETIC
  • is the owner of all Intellectual Property rights included in the Software, and
  • has the exclusive right to grant the Software.
• Maintenance of Intellectual Property.
  BIMGENETIC has properly maintained all its Intellectual Property rights licensed, including paying all applicable registration and maintenance fees.
• No Prior Grant or Transfer.
  BIMGENETIC has not granted and is not obligated to grant any license to any third party that would conflict with this agreement.
• No Infringement.
  To BIMGENETIC’s Knowledge, the Software does not infringe the Intellectual Property rights or other rights of any third party.
• No Third Party Infringement.
  To BIMGENETIC’s Knowledge, no third party is infringing its Intellectual Property rights in the Software.
• Not in Public Domain.
  The Software is not in the public domain.

 

No Warranty

• “As-Is”.
  The Licensed Software is provided “as is,” with all faults, defects, bugs, and errors.
• No Warranty.
  Unless otherwise listed in this agreement, BIMGENETIC does not make any warranty regarding the Licensed Software, which includes that BIMGENETIC disclaims to the fullest extent authorized by Law any and all warranties, whether express or implied, including any implied warranties, merchantability or fitness for a particular purpose.

 

Intellectual Property.

BIMGENETIC will retain exclusive interest in and ownership of its Intellectual Property rights in and to the Software and expressly reserves all other related rights not expressly granted under this agreement.

 

Compliance with Laws.

Each party will

• comply with all applicable Laws, and
• notify the other party if it becomes aware of any non-compliance in connection with this section.

 

Confidentiality Obligations.

The parties continue to be bound by the terms of the non-disclosure agreement between the parties.

 

Publicity

Consent. 

Neither party will use the other party’s name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party’s written consent, unless specifically permitted under this agreement or required by Law.

Cooperation. 

The parties will cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.

No Unreasonable Delay. 

The parties will not unreasonably withhold or delay their consent to press releases or public announcements.

 

Termination

Termination on Notice.

Either party may terminate this agreement for any reason on 3 months notice to the other party.

Termination for Material Breach.

Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

• the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
• the failure, inaccuracy, or breach continues for a period of 60 Business Days after the injured party delivers notice to the breaching party reasonably detailing the breach.

 

Effect of Termination

Payment Obligations.

On the expiration or termination of this agreement, each party shall

• pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and
• refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

Termination of License Grant

On the expiration or termination of this agreement or granted under this agreement will terminate with immediate effect.

 

Return of Property.

On termination or expiration of this agreement, or on BIMGENETIC’s request, CLIENT will

• return to BIMGENETIC all originals of the information and other property, including Intellectual Property, it received from BIMGENETIC,
• destroy all copies of such information and other property it has in its possession or control, and
• on BIMGENETIC’s request, certify to BIMGENETIC in writing that it destroyed all such copies.

 

Indemnification

Indemnification by CLIENT.

CLIENT (as an indemnifying party) shall indemnify BIMGENETIC (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of

• CLIENT’s use of the Software, and
• CLIENT’s unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party’s Intellectual Property rights,

Mutual Indemnification.

Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses in connection with any proceeding arising out of the indemnifying party’s willful misconduct or gross negligence.

Notice and Failure to Notify

• Notice Requirement.
  • Before bringing a claim for indemnification, the indemnified party shall
  • notify the indemnifying party of the indemnifiable proceeding, and
  • deliver to the indemnifying BIMGENETIC legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

 

Failure to Notify.

If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.

Exclusive Remedy.

The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section.

 

Limitation on Liability.

Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

 

General Provisions

Entire Agreement.

The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

• represent the final expression of the parties’ intent relating to the subject matter of this agreement,
• contain all the terms the parties agreed to relating to the subject matter, and
• replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.

 

Counterparts

• Signed in Counterparts. This agreement may be signed in any number of counterparts
• All Counterparts Original. Each counterpart is an original.
• Counterparts Form One Document. Together, all counterparts form one single document.

 

Amendment.

This agreement can be amended only by a writing signed by both parties.

Assignment.

Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.

Notices

• Method of Notice. The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the address that a party has notified to be that party’s address for the purposes of this section.
• Receipt of Notice.
  A notice given under this agreement will be effective on
  • the other party’s receipt of it, or
  • if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it.

 

Governing Law and Consent to Jurisdiction and Venue

• Governing Law.
  This agreement, and any dispute arising out of the agreement, shall be governed by the laws of Denmark.
• Consent to Jurisdiction.
  Each party hereby irrevocably consents to the exclusive jurisdiction and venue of any court located within Denmark in connection with any matter arising out of this agreement or the transactions contemplated under this agreement.
• Consent to Service.
  Each party hereby irrevocably
  • agrees that process may be served on it in any manner authorized by the Laws of Denmark, and 
  • waives any objection which it might otherwise have to service of process under the Laws of Denmark.

 

Dispute Resolution

• Arbitration.
  Any dispute or controversy arising out of this agreement will be settled by arbitration in Denmark, according to the rules of Danish Law / by Danske Domstole: Sø og Handelsretten, then in effect, and by 1 (one) arbitrator.
• Judgment.
  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
• Arbitrator’s Authority.
  The arbitrator will not have the power to award any punitive or consequential damages.

 

Waiver

• Affirmative Waivers.
  Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights.
• Written Waivers.
  A waiver or extension is only effective if it is in writing and signed by the party granting it.
• No General Waivers.
  A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
• No Course of Dealing.
  No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

 

Severability.
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

 

Information Security

BIMGENETIC is not liable for any information loss, disclosure, corruption of, or loss of access to the native content that is in third-party systems such as client’s BIM 360 environment and CDE systems that are linked to the Vitus application.

BIMGENETIC is not liable for loss of any information relating to sensitive assets/products or systems that exist in client’s databases, information exchanges and, where applicable, information models that are integrated or linked to the Vitus application.

BIMGENETIC is not liable for any security risks, including the potential impact of a failure of the client’s third part applications, platforms and/or technology.

 

Privacy and GDPR

Vitus has been designed to comply with GDPR and additionally to use the minimum amount of personal information necessary for operations. At the time of writing, the only personal information is a user’s email, which is necessary for system notifications and recovering passwords. This email can be anonymized, as long as mail can be received at the address. All analytics are completely anonymized and all data is encrypted both at rest and in transit.

 

Development practices

Development of Vitus is in accordance with industry standard best practices in terms of Secure Development Life Cycle. Any changes to the service code base are preceded by the following stages: Analysis, Architecting, Security impact review, Development + test cycles, Unit tests, Acceptance tests, Development server user tests, Staging server user tests and Production system user tests. Releases are automatically unit-tested and built from scratch, then embedded in a separate image for each component. Releases are typically tested in-house for 2-3 days before general release. A change cannot go to general release without passing all automated tests.

Quality assurance

To support BIMGENETIC’s continuous efforts in verifying that Vitus Cloud meets expected requirements, Both parties agree that the Vendor (BIMGENETIC) can use customer data collected through the software, provided it is anonymized and aggregated to remove any project and personally identifiable information. The purpose of using this data includes improving the software, developing new features, conducting research, and creating statistical analyses. 

 

Business Continuity

All Vitus system components have at least two instances running at all times, ensuring both horizontal scalability and robustness. The service is distributed over several availability zones, ensuring outage of a single physical location will not result in downtime. There is no defined RPO/RTO policy at this time, but the services are built to both scale and recover automatically.

 

Data Ownership

BIMGENETIC has no ownership of any data that it hosts on the Vitus platform. The complete ownership of the project data lies with the client and the platforms they use. This may include BIM 360 and other CDE systems and platforms that the client uses to integrate and communicate with Vitus. No sensitive client information or project information is owned and/or shared by Vitus. BIMGENETIC is not liable to the client and the client’s stakeholders in connection with any corruption, amendment, modification, or alteration of the electronic data that is shared, published or otherwise issued using the Vitus platform as a means.