General Terms and Conditions

BIMobject – Prodikt for ManufacturersGeneral Terms and ConditionsVersion 1.0BIMobject provides Prodikt, a data service that digitalizes, structures, quality-assures and distributes product data and provides value-adding features in relation to the aggregation, visualization and consumption of product data. For the Manufacturer, Prodikt turns the Manufacturer’s raw data, provided in its existing format, into intelligent product data that is ready for the market, and distributes it automatically to the Manufacturer’s stakeholders in their defined data needs and formats and with full traceability (“Prodikt”).These General Terms and Conditions for Prodikt (the “Terms”) govern the Manufacturer’s access to and use of Prodikt. By accessing or using Prodikt, the Manufacturer accepts and agrees to be bound by these Terms.1. How these Terms apply1.1. Applicability and acceptance by use. These General Terms and Conditions regarding Prodikt are applicable between the Manufacturer and BIMobject from the moment the Manufacturer accesses or uses Prodikt. By accessing or using Prodikt, the Manufacturer is deemed to have accepted these Terms, whether or not they have been separately signed. If the Manufacturer does not accept these Terms, it may not use or access Prodikt.1.2. Provision of Raw Data and Data Sharing Format. These Terms are applicable regardless of the approach by which the Manufacturer provides its Raw Data to Prodikt, e.g. manual entry, files, PDF or application programming interface (“API”), and regardless of the approach by which Product Data is subsequently distributed to Stakeholders, e.g. API, excel, json, or other agreed format (the “Data Sharing Format”).1.3. Provision through Affiliates. The Manufacturer acknowledges and agrees that BIMobject may, at its sole discretion, at any time provide Prodikt directly or indirectly through an Affiliate.2. Definitions2.1. Certain capitalized terms are defined below in this Section 2, and others are defined contextually in these Terms.“Affiliate” means (i) legal entities within the same group of companies as BIMobject and/or, if the context admits and where appropriate, (ii) franchisees, partners and other legal entities with whom BIMobject has a binding contractual or other legal relationship, including those who are engaged with or assist with the provision of Prodikt, including companies contributing to the creation of Prodikt.“API” shall have the meaning set forth in Section 1.2.“BIMobject” means BIMobject AB, a limited liability company incorporated in Sweden under registration number 556856-7696.“Brand” shall have the meaning set forth in Section 9.4.“Confidential Information” shall have the meaning set forth in Section 5.1.“Database” means the storage of product data in databases within the BIMobject technical infrastructure.“Data Dictionary” (data lexicon) means the specification in which a Stakeholder’s, or the Manufacturer’s, exact product data needs and formats are defined and maintained, built on a common standard and managed via OpenDictionary (opendictionary.com). A party may either (i) use the publicly available Data Dictionaries in OpenDictionary, or (ii) create and maintain its own Data Dictionaries in OpenDictionary, which requires the party to become a Publisher in OpenDictionary. The product data infrastructure within Prodikt is updated in accordance with the applicable Data Dictionary. Access to and use of OpenDictionary, including becoming a Publisher and the creation and use of own Data Dictionaries, may be subject to separate terms and/or fees.“Data Sharing Format” shall have the meaning set forth in Section 1.2.“Digital Connection” means the digital connection established within Prodikt between the Manufacturer and a Stakeholder (and, where relevant, the Manufacturer’s own supply chain), through which a Stakeholder requests Product Data from the Manufacturer and through which data is updated when the Manufacturer provides new Raw Data. When a Stakeholder requests Product Data through a Digital Connection, the Manufacturer is informed of the request, both within Prodikt and, where appropriate, through communication outside the system (for example by email).“EandoX” means the source within Prodikt that issues certain generic environmental data (including climate data), which is provided under licence.“Intelligent Product Data” (“IPD”) means product data that, once the Manufacturer’s Raw Data has been digitalized, structured and quality-assured within Prodikt, understands its context, stays current and adapts to the differing data needs and formats of Stakeholders without the Manufacturer having to redo the work for each recipient.“IP Rights” shall have the meaning set forth in Section 9.1.“Product Data” means the data accessible through Prodikt. Product Data is called “Primary Data”, when it is registered, validated and made available by the Manufacturer (or another Supplier/Manufacturer).“Prodikt” has the meaning set forth in the preamble above. For the Manufacturer, Prodikt is a data service that digitalizes, structures and quality-assures the Manufacturer’s Raw Data into Intelligent Product Data and distributes it to Stakeholders in the data needs and formats defined by each Stakeholder, with full traceability, and provides value-adding features in relation to the aggregation, visualization and consumption of that data.“Purpose” shall have the meaning set forth in Section 3.2.“Raw Data” means the data the Manufacturer provides to Prodikt in its existing format (for example through manual entry, files, PDF or standard APIs, and originating from the Manufacturer’s internal systems, source documentation or supply chain), which Prodikt digitalizes, structures and quality-assures into Intelligent Product Data.“SLA” means the, from time to time applicable, service level agreement containing the terms and conditions for our support in respect of Prodikt.“Stakeholder” means an actor that consumes product data through Prodikt, for example a system supplier, an industry database, a building materials reseller, an architect, a contractor, a distributor or an authority, to whom the Manufacturer distributes Product Data through a Digital Connection in such Stakeholder’s defined data needs and formats.“Supplier/Manufacturer” means a manufacturer or supplier that registers, validates and makes available Primary Data through Prodikt. The Manufacturer is a Supplier/Manufacturer for the purposes of these Terms.“Terms” shall have the meaning set forth in the preamble above.3. Scope of use3.1. These Terms give the Manufacturer the right to use Prodikt, including to provide Raw Data, to have such Raw Data digitalized, structured and quality-assured into Intelligent Product Data, and to distribute the resulting Product Data through the Data Sharing Format, in accordance with the provisions in these Terms.3.2. BIMobject hereby grants, during the time specified in these Terms, to the Manufacturer a non-exclusive, non-transferable right to use Prodikt and the Data Sharing Format, for the sole purpose (the “Purpose”) of (i) having the Manufacturer’s Raw Data digitalized, structured and quality-assured into Intelligent Product Data, and (ii) making such Product Data available to and distributing it to the Manufacturer’s Stakeholders in their defined data needs and formats in connection with the marketing and supply of the Manufacturer’s products.3.3. The Manufacturer does not have the right to use Prodikt for any purpose other than the Purpose.3.4. The Manufacturer provides its Raw Data to Prodikt, which digitalizes, structures and quality-assures it and delivers the resulting Product Data to each Stakeholder in accordance with that Stakeholder’s selected Data Dictionary. Primary Data distributed through a Digital Connection is updated when the Manufacturer provides new Raw Data.3.5. The same data point distributed to two or more Stakeholders is treated, for the purposes of Prodikt and the applicable fees, the same as a data point distributed to a single Stakeholder. The Manufacturer does the work once, and the resulting Intelligent Product Data is made available in the formats requested by each Stakeholder without the Manufacturer redoing the work.4. Requirements on the Manufacturer4.1. The Manufacturer may only connect to, provide Raw Data to and distribute Product Data through Prodikt and the Data Sharing Format in the manner that follows BIMobject’s from time to time given instructions.4.2. The Manufacturer undertakes (i) not to technically prepare unauthorized access to or interfere with the Database or disable APIs or other linked Data Sharing Format and (ii) not to spread viruses, worms, trojans or other malicious code in the API or on the website where the API is provided.4.3. The Manufacturer undertakes to:(a) provide and maintain its Raw Data and ensure that the Raw Data and the resulting Product Data is correct, complete and current, the Manufacturer remaining responsible for such data as its owner;(b) ensure that it holds all rights necessary to provide its Raw Data to Prodikt and to permit the digitalization, structuring, quality-assurance and distribution of the resulting Product Data to Stakeholders as contemplated by these Terms, and that such provision and distribution does not infringe the rights of any third party;(c) use Prodikt and Product Data in compliance with applicable laws, regulations and international standards, in a manner consistent with ethical and legal standards and not in any manner that could be construed as misleading, deceptive or copyright infringement, including any allegation of greenwashing;(d) ensure that its users’ computers are adequately protected against viruses and other malicious code or attacks; and(e) ensure that the natural persons who gain access to Prodikt or the Database on behalf of the Manufacturer comply with all obligations that apply to the Manufacturer according to these Terms.4.4. Responsibility and liability for data. The Manufacturer is solely responsible and fully liable for all data it provides to Prodikt and that is distributed to Stakeholders, including its Raw Data and the resulting Product Data, and for the correctness, completeness, currency and lawfulness of that data and its content. BIMobject digitalizes, structures, quality-assures and distributes the data on the Manufacturer’s behalf but does not own and is not responsible for its substantive content.5. Confidential information5.1. All information regarding Prodikt, its structure, functions, the Database and any future changes or developments that BIMobject has not published itself, and which the Manufacturer receives knowledge of under these Terms or through the use of Prodikt, constitutes confidential information (the “Confidential Information”).5.2. The Manufacturer undertakes:(a) to keep the Confidential Information confidential with the same degree of care as it applies to its own confidential information;(b) not to disclose any Confidential Information to third parties; and(c) to only disclose the Confidential Information to its officials and employees directly affected by the scope of work.5.3. The Manufacturer undertakes to ensure that its officials, employees or users do not disclose or forward Confidential Information to third parties and otherwise abide by the confidentiality obligations hereunder.5.4. BIMobject undertakes not to disclose the Raw Data or other information shared to BIMobject via Prodikt by the Manufacturer for any other purpose than to provide and perform Prodikt in accordance with the Purpose, including the digitalization, structuring, quality-assurance and distribution of Product Data to the Manufacturer’s Stakeholders as directed by the Manufacturer.5.5. The parties’ obligation not to disclose the information shall not apply to the extent that the party can demonstrate that the information:(a) was in its possession before it was first received hereunder;(b) is or hereafter becomes generally known to the public without fault or negligence on the part of the party; or(c) was obtained by the party from a third party without any obligation of confidentiality towards the party.5.6. If a separate non-disclosure agreement has been entered into between the parties, the provisions of such non-disclosure agreement shall apply instead of the provisions in this Section.5.7. The confidentiality obligations herein apply during the period these Terms apply and three (3) years thereafter.6. User accounts and data protection6.1. In connection with the desired access to parts of Prodikt, a personal user account must be created in Prodikt (prodikt.com).6.2. BIMobject is responsible for processing the personal data provided for the user accounts. BIMobject processes the personal data that the Manufacturer’s employees and users register in accordance with the EU General Data Protection Regulation (EU 2016/679) (the “GDPR”) and applicable data protection provisions.6.3. The most recent version of BIMobject’s privacy policy and contact information for Prodikt are available at prodikt.com.7. Updates and changes7.1. BIMobject has the right to implement updates and changes to Prodikt, the Data Sharing Format, the Database and the content of the Database. Changes that affect the Data Sharing Format will be notified to the Manufacturer in writing.7.2. BIMobject has the right to adjust prices and fees by notifying the Manufacturer no later than four (4) months prior to any renewal period of the then-current term. In addition, BIMobject may, with effect from the start of each renewal period, increase the fees by up to four (4) per cent compared to the fees applicable during the preceding twelve-month period, without prior notice. Such an adjustment does not constitute a change of these Terms and does not entitle the Manufacturer to terminate under Section 7.3. Any increase exceeding the foregoing remains subject to the notice requirement in this Section 7.2.7.3. BIMobject works constantly to improve Prodikt and develop new features to make Prodikt the best it can be as well as take into account applicable laws. As a result, BIMobject may need to update or supplement these Terms from time to time to accurately reflect Prodikt and practices or for other important reasons including to comply with applicable law. If BIMobject makes changes to these Terms, BIMobject will notify the Manufacturer either through Prodikt or, at our discretion, in whichever appropriate way BIMobject deems fit. If the Manufacturer objects to or disagrees with any changes within 30 days from BIMobject’s notice, the Manufacturer may discontinue its use of Prodikt within 30 days from BIMobject’s notice, in which case these Terms (without the notified changes) will apply for the remainder of the then-current term for Prodikt. If the Manufacturer does not object or disagree within the prescribed time according to the foregoing, or continues to use Prodikt, the Manufacturer will be deemed to have consented to the changed/updated Terms on the date and time when they become effective.7.4. In the event BIMobject is no longer able to provide Prodikt under these Terms prior to such modification or addition (for example, if the modifications are required by law or result from general product or service changes), and the Manufacturer provides written notice pursuant to the terms herein, then these Terms and the Manufacturer’s right to use Prodikt will terminate, or be deemed cancelled in part, upon BIMobject’s notice to the Manufacturer and BIMobject shall promptly refund, on a pro rata basis as applicable, any fees paid for Prodikt which cover use after termination, if any.7.5. All access to development of functionality, value proposition or technology in relation to Prodikt of extensive nature shall be subject to a separate agreement between the parties. If BIMobject makes developments at the request of the Manufacturer, BIMobject reserves the right to make such developments subject to separate agreement and/or additional charge.8. Competition8.1. During the term of these Terms and for twelve (12) months thereafter, the Manufacturer shall not use Prodikt, the Data Sharing Format, the Database or Confidential Information to develop, provide or commercialise a service whose primary purpose is the aggregation and distribution of building-product data to third parties in competition with Prodikt. For the avoidance of doubt, this Section does not restrict the Manufacturer from developing, providing or operating tools and services relating to its own products and its own data, such as product configurators, BIM objects, product data sheets, or the Manufacturer’s own websites and portals.8.2. The Manufacturer does not have the right to use Prodikt, the Data Sharing Format or the Database for any purpose other than the Purpose and only for the period these Terms apply. For the avoidance of doubt, this does not restrict the Manufacturer’s ownership of, or rights in, its own data as set out in Section 9.7.9. Intellectual Property Rights9.1. BIMobject owns all intellectual property rights, including but not limited to copyright and trademarks, related to Prodikt itself as a data service, including the software and technical infrastructure, the structure and organisation of the Database, the development of Prodikt and the methods by which it digitalizes, structures, quality-assures, compiles, calculates and distributes data, the APIs and their call structure, and other Data Sharing Formats (the “IP Rights”). For the avoidance of doubt, the IP Rights relate to the Prodikt data service and do not extend to the underlying data itself, the ownership of which is governed by Section 9.7.9.2. The Manufacturer does not have any right to any IP Rights apart from the right of use specified in these Terms.9.3. The Manufacturer is prohibited from copying, publishing, transferring, sublicensing or otherwise disposing of any of the IP Rights, including the structure and organisation of the Database. This restriction does however not prevent the Manufacturer from using and distributing Product Data through Prodikt in compliance with the intended Purpose, nor from exercising its ownership rights in its own data under Section 9.7.9.4. Attribution. Where Product Data obtained from Prodikt is provided to third parties, it shall be made apparent that the data service Prodikt is used. As a minimum requirement, Prodikt’s logo shall be used together with the text “Product data powered by Prodikt” (the “Brand”), unless otherwise agreed in writing between the parties. The attribution may be more descriptive or detailed than the minimum requirement. The attribution need not appear in every view in which Product Data is used, but it must be possible to find this information within the same system, tool or website and on the same domain on which the Product Data is used.9.5. The right to use the Brand is non-exclusive and does not include any right to use the Brand for any other purpose or to grant the right to use the Brand to any third party.9.6. By accepting these Terms, the Manufacturer grants the right to BIMobject to, within its operations, on the website and in other communications, refer to the Manufacturer’s company name and trademark and any products where the Manufacturer uses Prodikt.9.7. Ownership of data. The Manufacturer owns the data it uses Prodikt for, being both (i) the Raw Data it provides to Prodikt and (ii) the resulting Product Data (the output) that Prodikt produces from that Raw Data and that the Manufacturer uses and distributes. BIMobject’s IP Rights under Section 9.1 relate to the Prodikt data service and not to such data. The only exception is generic environmental data (including climate data) issued by EandoX, which is provided to the Manufacturer under licence, and the Manufacturer’s right to use such generic climate data ends upon termination of these Terms.10. Term, renewals, payments, etc.10.1. Term. These Terms apply from the earlier of (i) the date the parties sign or confirm an Order and (ii) the date the Manufacturer first accesses or uses Prodikt. Paid access requires a confirmed Order. Unless otherwise agreed in the Order, the initial term is twelve (12) months from the Order date.10.2. Renewals. If the Manufacturer’s use of Prodikt has not been terminated in writing at the latest three (3) months before the end of the applicable term, it shall automatically renew for an additional twelve (12) months period with the same notice period.10.3. Fees. The Manufacturer shall pay all fees as agreed between the parties or as set out in the applicable order or invoice, by the due dates and in the specified currency. The Manufacturer acknowledges and agrees that your failure to pay these fees, or remedy any non-payment of the same, may result in lack of access to Prodikt or termination of the Manufacturer’s access to Prodikt. We may, from time to time and at our sole discretion, decide to introduce or apply further fees and charges for certain features or parts of Prodikt. If and when we do this, we will notify you in advance. Unless otherwise agreed between the parties in a separate agreement, the fees applicable to the Manufacturer are the most recent fees published at prodikt.com. New or increased fees for features already included in the Manufacturer’s subscription will take effect only from the start of the next renewal period. Fees for new or optional features or parts of Prodikt apply only if and when the Manufacturer chooses to activate or order them.10.4. Payment and payment partners. Except as set forth in Section 10.5 below, payment for any term shall be made in advance of any such term or as instructed on our invoice applying 30 days’ payment term (as applicable). The Manufacturer agrees that BIMobject and/or its third-party payment providers and processors may process, collect and store all or any part of the Manufacturer’s payment details on BIMobject’s behalf or as needed so that payment is made smoothly. The Manufacturer further agrees that BIMobject may share the payment details with any such third-party payment providers and that BIMobject may change its third-party payment provider and/or payment processor at any time for any reason.10.5. Fees related to articles. Fees related to articles are charged per data need in accordance with the applicable price list, with per-article pricing decreasing by volume. Fees related to articles can be calculated in advance in Prodikt. The number of chargeable articles is measured on the first (1st) day of each month and invoiced quarterly in arrears, and includes quarterly updates for twelve (12) months from the date each article is added. Fees are reduced accordingly as articles cease to be chargeable.10.6. Overdue payments and right to suspend. In the case of overdue payments, BIMobject has the right to suspend the Manufacturer’s (and its users’) access to Prodikt until the overdue payment has been paid. BIMobject has the right to charge the Manufacturer, where applicable, for all collection costs and interest for any overdue amounts in accordance with applicable laws. For the avoidance of doubt, any suspension of access to Prodikt will not prolong the applicable term.10.7. Suspension for security and misuse. BIMobject may suspend, wholly or partly, the Manufacturer’s (and its users’) access to Prodikt with immediate effect if BIMobject reasonably believes that (i) the Manufacturer’s use poses a security risk to Prodikt, the Database or any third party, (ii) the Manufacturer’s account or credentials have been compromised, or (iii) the Manufacturer uses Prodikt in violation of Sections 3, 4 or 8. BIMobject shall notify the Manufacturer without undue delay, limit the suspension to what is reasonably necessary and restore access as soon as the grounds for suspension have been remedied. Suspension under this Section does not prolong the applicable term and does not relieve the Manufacturer of its payment obligations.10.8. Non-refundable. Other than as expressly set forth in these Terms, all amounts are non-refundable, non-cancelable and non-creditable.10.9. Taxes excluded and no withholding. All fees under these Terms are exclusive of value-added tax, sales tax, customs duties, or similar taxes or imposts, including withholding taxes, and shall be paid by the Manufacturer without deduction therefrom. The Manufacturer shall pay all such taxes or duties in addition to any fees owed to BIMobject, except taxes based on BIMobject’s net income, and reimburse BIMobject if it is required to pay any such taxes or duties.10.10. Support. The Manufacturer will be entitled to support services under the SLA to the extent set out in the applicable order or as otherwise agreed between the parties. Absent such agreement, the Manufacturer will not be entitled to support services.11. Termination11.1. Termination without cause. Unless either party terminates in writing at least three (3) months in advance of the expiration of the current term, the term will automatically renew as set forth in Section 10.2.11.2. BIMobject’s termination right. BIMobject has the right to terminate these Terms and the Manufacturer’s access to Prodikt in writing immediately if the Manufacturer uses Prodikt, the Data Sharing Format or the Database in violation of what is stated in these Terms or if the conditions for providing Prodikt under these Terms change significantly (for example, in the event of a significant change in legislation in the field of building materials).11.3. Termination for cause. Either party may terminate these Terms in writing if the other party (i) fails to remedy any material breach of these Terms within thirty (30) days after notice; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If you rightfully terminate for cause, we will refund you any prepaid fees covering the remainder of the then-current term after the effective date of termination. If we terminate for cause, you will pay any unpaid fees covering the remainder of the then-current term after the effective date of termination. Furthermore, if the use of our rights under Section 7.4 would result in the cessation of Prodikt during a term without replacing such service with a reasonably acceptable alternative, you are eligible to terminate for cause in accordance with the foregoing.11.4. Effects of termination. Upon termination of these Terms or the Manufacturer’s access to Prodikt, for any reason, you must immediately cease using Prodikt and the Brand. BIMobject is also entitled to block the Manufacturer’s, including its users’, access to Prodikt. The Manufacturer’s ownership of its own data continues after termination in accordance with Section 9.7, except that the Manufacturer’s right to use generic climate data issued by EandoX ends upon termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.11.5. Survival. The following provisions will survive any termination or expiration of these Terms: Section 4.4 (Responsibility and liability for data), Section 5 (Confidential information), Section 8 (Competition), Section 9 (Intellectual Property Rights), Section 11.4 (Effects of termination), Section 11.5 (Survival), Section 12 (Exclusion of warranties, limitation of liability and indemnity), Section 10 (as regards BIMobject’s right to payment of fees), Section 13 (General provisions) and Section 14 (Disputes, governing law and jurisdiction).12. Exclusion of warranties, limitation of liability and indemnity12.1. Introduction. The Manufacturer is solely responsible and fully liable for the data it provides to Prodikt and that is distributed to Stakeholders, including its Raw Data and the resulting Product Data, as its owner. BIMobject does not have the ability to check whether the Product Data and other content included in the Database is correct and complete. Further, it is BIMobject’s intention to keep the information in the Data Sharing Format complete, accurate, uninterruptedly available and safe to use, but BIMobject cannot provide any representations and warranties to this effect. Without prejudice to the exclusions and limitations of liability set forth below, BIMobject intends to act and correct incorrect or incomplete information registered in the Database without unreasonable delay after the error or deficiency comes to BIMobject’s attention.12.2. As is and as available. The Manufacturer is expressly aware, acknowledges and agrees that its (and its users’) use of Prodikt, including the Data Sharing Format and contents of the Database, is at the Manufacturer’s sole risk and that Prodikt and all its associated content, including the Data Sharing Format and contents of the Database, are provided “as is” and “as available”.12.3. Exclusion of warranties. BIMobject expressly disclaims all representations, warranties and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement as regards Prodikt or the use, contents or functionality thereof. In particular, BIMobject, and its Affiliates, do not represent or warrant that: (i) the Manufacturer’s (and its users’) use of Prodikt will meet your requirements; (ii) the Manufacturer’s use of Prodikt will be uninterrupted, timely, secure or free from error; (iii) any information obtained or generated through Prodikt will be accurate or reliable, including as regards Product Data (including climate and technical data) and other contents of the Database; (iv) defects in the operation or functionality of any software provided to the Manufacturer as part of Prodikt will be corrected; (v) the quality of any products, services, information, or other material purchased or obtained by the Manufacturer in relation to Prodikt will meet your expectations; (vi) that Prodikt, including the contents of the Database, will remain unchanged; or (vii) that BIMobject will store, archive or otherwise preserve the Manufacturer’s information. Further, BIMobject does not make any representations or warranties, does not support and does not accept any responsibility for the actions, errors or inactions of any third-party websites or applications (or the content thereof), including any Stakeholder.12.4. Sole remedy. Except as expressly set forth in these Terms, the Manufacturer is aware, acknowledges and agrees that its sole and exclusive remedy for dissatisfaction in relation to Prodikt, including any use of Product Data (including climate and technical data) and other contents of the Database, is to cease using Prodikt.12.5. Limitation of liability. Subject to the provision in Section 12.6 below, the Manufacturer is expressly aware, acknowledges and agrees that BIMobject and its Affiliates shall not be liable to you for:(a) any indirect, incidental, special, consequential or exemplary damages which may be incurred by the Manufacturer (or any of its users), however caused and under any theory of liability, including but not limited to, any loss of profit, any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss; resulting from: (i) the use or the inability to use Prodikt, including the Data Sharing Format and any Product Data, climate or technical data and other content of the Database; (ii) any defect or inaccuracy in Prodikt or its associated content, including but not limited to any Product Data, climate or technical data and other content of the Database, regardless of the origin of such defect or inaccuracy (including from defects or inaccuracies in underlying data calculations or in the Manufacturer’s Raw Data); (iii) unauthorized access to or alteration of the Manufacturer’s (or its users’) transmissions or data; (iv) statements or conduct of any other third party on the platform for Prodikt; (v) any other matter relating to Prodikt or its associated content, including but not limited to any Product Data, climate or technical data and other content of the Database; or (vi) any of the above relating to third party applications (or the content thereof);(b) any loss or damage which may be incurred by the Manufacturer (or any of its users), including but not limited to loss or damage as a result of: (i) any reliance placed by the Manufacturer (or any of its users) on the completeness, accuracy or existence of any results from Prodikt, or as a result of any relationship or transaction between the Manufacturer and any third party, including any Stakeholder; (ii) any changes which BIMobject may make to Prodikt, or for any permanent or temporary cessation in the provision of Prodikt (or any features within Prodikt); (iii) the termination of these Terms and/or the Manufacturer’s (or your users’) use of Prodikt or the suspension or termination of the Manufacturer’s (or any of its users’) account; (iv) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through the Manufacturer’s (or any of its users’) use of Prodikt; (v) the Manufacturer’s (or any of its users’) failure to provide BIMobject with accurate account information or failure to keep its password or account details secure and confidential; (vi) the Manufacturer’s (or any of its users’) failure to comply with applicable laws and regulations for data usage; or (vii) any of the above relating to third party applications (or the content thereof).(c) errors or damage caused by the Manufacturer or its users or for errors or deficiencies in users’ equipment for providing Raw Data, using the Data Sharing Format and consuming or distributing the shared data.12.6. Only lawful limitations. Nothing in these Terms, including this Section 12, shall exclude or limit BIMobject’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Accordingly, only the limitations which are lawful will apply to the Manufacturer and BIMobject’s liability will be limited to the maximum extent permitted by law.12.7. Liability cap. Should BIMobject, as a result of the overall provision in Section 12.6 above or otherwise, be deemed liable under these Terms, such liability shall in any event be limited to the amount actually paid by you to us under these Terms in the twelve (12) months immediately preceding the claim.12.8. Indemnity obligation. The Manufacturer is fully liable for, and shall indemnify, defend and hold harmless BIMobject from, any and all claims, damages, liabilities and expenses arising from the data the Manufacturer provides to Prodikt and distributes to Stakeholders, including its Raw Data and the resulting Product Data, and including any allegations of greenwashing. The Manufacturer agrees to hold harmless and indemnify BIMobject, its Affiliates, and each of their respective directors, officers, agents, and employees from and against any third party claim arising from or in any way related to the Manufacturer’s, or any of its users’, use of Prodikt, the Data Sharing Format and any Raw Data, Product Data, climate or technical data or any other content of the Database (as applicable), as well as any violation of these Terms or any other actions (or adverse consequences) connected with any such use, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, and without prejudice to the scope of this indemnity, BIMobject will provide the Manufacturer with written notice of such claim, suit or action. BIMobject shall have the right to participate, at BIMobject’s own expense, in the defense of any claim and the Manufacturer shall not agree to any settlement of any claim as set out above without BIMobject’s prior written consent.13. General provisions13.1. Entire agreement. The Manufacturer acknowledges and agrees that these Terms constitute the entire agreement and understanding between the Manufacturer and BIMobject relating to the subject matter hereof (but excluding any other products or services which BIMobject may provide to you under a separate written agreement) and supersede all written or oral commitments, undertakings and agreements which have preceded them.13.2. Amendment. Except as set forth in Section 7 (Updates and changes) above, the Manufacturer acknowledges and agrees that any amendment, change or modification of these Terms may only be made by a written agreement between the parties.13.3. No waiver. The parties acknowledge and agree that in no event shall any delay, failure or omission of the other party in enforcing, exercising or pursuing any right, claim or remedy under these Terms be deemed as a waiver thereof, unless such right, claim or remedy has been expressly waived in writing.13.4. Partial invalidity. If any court of law, having the jurisdiction to decide on this matter, finds that any provision of these Terms (or the application thereof) shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remaining provisions thereof shall continue in full force and effect.13.5. Notices. The Manufacturer is aware, acknowledges and agrees that BIMobject may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on or through BIMobject’s platform. The English language shall be the governing language in your relationship with BIMobject.13.6. Third-party beneficiaries. The Manufacturer is aware, acknowledges and agrees that each member of the group of companies of which BIMobject is the parent and, as appropriate, any Affiliate, are intended third party beneficiaries of these Terms, and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or rights in favor of) them. Except as otherwise expressly provided in these Terms, there shall be no other third-party beneficiaries to these Terms.13.7. Assignment. The Manufacturer shall not be entitled to assign its rights and/or obligations under these Terms without BIMobject’s prior written consent. BIMobject shall be entitled to assign its rights and/or obligations under these Terms without your prior written consent.13.8. Force majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including but not limited to fire, flood, natural disaster, war, terrorism, riots, labour disputes, epidemics, power or internet outages, failures of hosting or telecommunications providers, denial-of-service or other cyber attacks, or changes in law or actions by public authorities ("Force Majeure"). The affected party shall notify the other party without undue delay and use reasonable efforts to mitigate the effects. If a Force Majeure event continues for more than sixty (60) days, either party may terminate these Terms in writing with immediate effect, in which case BIMobject shall refund, on a pro rata basis, any prepaid fees covering the period after termination.14. Disputes, governing law and jurisdiction14.1. Governing law. Regardless of your residence, the parties agree that these Terms shall be governed by and construed in accordance with the substantive laws of Sweden without giving effect to the choice of law principles thereof.14.2. Jurisdiction. Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be settled by a Swedish court of general jurisdiction and the Malmö District Court (Sw. Malmö tingsrätt) shall be the court of first instance.14.3. Injunctive relief. Notwithstanding the above, you acknowledge and agree that BIMobject shall always be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction and through any court of competent jurisdiction.