General Terms and Conditions

BIMobject – Prodikt for Data PartnersGeneral Terms and ConditionsVersion 1.1BIMobject 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, delivered to data partners in their defined data needs and formats and with full traceability (“Prodikt”).These General Terms and Conditions for Prodikt (the “Terms”) govern the Data Partner’s access to and use of Prodikt. By accessing or using Prodikt, the Data Partner 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 Data Partner and BIMobject from the moment the Data Partner accesses or uses Prodikt. By accessing or using Prodikt, the Data Partner is deemed to have accepted these Terms, whether or not they have been separately signed. If the Data Partner does not accept these Terms, it may not use or access Prodikt.1.2. Data Sharing Format. These Terms are applicable to Prodikt regardless of the approach of sharing, e.g. application programming interface (“API”), excel, json, or other agreed format (the “Data Sharing Format”).1.3. Provision through Affiliates. The Data Partner 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 the Data Partner’s exact product data needs and formats are defined and maintained, built on a common standard and managed via OpenDictionary (opendictionary.com). The Data Partner 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 Data Partner 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 the Data Partner’s 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 Data Partner and a Supplier/Manufacturer, through which the Data Partner requests product data directly from its suppliers and through which data is updated when the Supplier/Manufacturer provides new raw data. When the Data Partner requests product data through a Digital Connection, the relevant Supplier/Manufacturer is informed of the request, both within Prodikt and, where appropriate, through communication outside the system (for example by email).“EandoX” means the climate-data publisher engaged as a source of generic environmental data (incl. climate data) in Prodikt.“Prodikt” has the meaning set forth in the preamble above. Prodikt is a data service that digitalizes, structures and quality-assures product data and delivers it to the Data Partner in the data needs and format defined by the Data Partner in its Data Dictionary, with full traceability. As part of Prodikt, BIMobject provides Product Data for the articles requested by the Data Partner and in accordance with the Data Partner’s Data Dictionary.“IP Rights” shall have the meaning set forth in Section 9.1.“Product Data” means the data accessible through Prodikt. Product Data is either (i) “Primary Data”, being product data registered, validated and made available by a Supplier/Manufacturer, or (ii) “Secondary Data”, being data compiled or generated by BIMobject on the basis of publicly available sources. Secondary Data is provided with source traceability, including reference to the source, the actor behind the source and the location of the information within the source.“Purpose” shall have the meaning set forth in Section 3.2.“SLA” means the, from time to time applicable, service level agreement containing the terms and conditions for our support in respect of Prodikt.“Supplier/Manufacturer” means the manufacturer, supplier or other legal entity that places building products or articles on the market and that registers, validates and makes available Primary Data for such articles in Prodikt, directly or through an authorised representative. Where an article is registered by an entity other than its manufacturer (for example a distributor or reseller), "Supplier/Manufacturer" refers to the entity responsible for the accuracy of the Primary Data registered for that article, as further set out in Section 12.1.“Terms” shall have the meaning set forth in the preamble above.3. Scope of data sharing3.1. These Terms give the Data Partner the right to use 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 Data Partner a non-exclusive, non-transferable right to use the Data Sharing Format and thereby gain access to agreed Product Data from the Database, for the sole purpose (the “Purpose”) of providing the customers/users of the Data Partner with Product Data as well as of summarizing and visualizing Product Data to its customers/users linked to the Data Partner’s offering.3.3. The Data Partner does not have the right to use the product data shared by BIMobject for any purpose other than the Purpose.3.4. The Data Partner can define its product data needs and formats through the applicable Data Dictionary (whether a publicly available Data Dictionary or its own Data Dictionary created in OpenDictionary). BIMobject provides Product Data in accordance with the Data Partner’s selected Data Dictionary. Primary Data shared through a Digital Connection is updated when the relevant Supplier/Manufacturer provides new raw data. Articles that lack Primary Data because a Supplier/Manufacturer has not (yet) provided it, the Data Partner may choose to have the relevant articles enriched with Secondary Data.4. Requirements on Data Partner4.1. The Data Partner may only connect to the Data Sharing Format in the manner that follows BIMobject’s from time to time given instructions.4.2. The Data Partner 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 Data Partner undertakes to:(a) use Product Data in compliance with applicable laws, regulations and international standards, in a manner consistent with ethical and legal standards and not use Product Data in any manner that could be construed as misleading, deceptive or copyright infringement;(b) ensure that its users’ computers are adequately protected against viruses and other malicious code or attacks; and(c) ensure that the natural persons who gain access to the Database on behalf of the Data Partner comply with all obligations that apply to the Data Partner according to these Terms.4.4 Fair use. The Data Partner shall use the Data Sharing Format in accordance with BIMobject’s technical documentation and any rate limits, call quotas or other fair-use parameters notified by BIMobject from time to time. The Data Partner shall not (i) exceed notified rate limits or circumvent technical limitations, (ii) use automated means to extract or download Product Data beyond its agreed data needs under the applicable Data Dictionary, or (iii) place an unreasonable load on the Database or BIMobject’s infrastructure. BIMobject may throttle or temporarily restrict calls that exceed the applicable limits. Repeated or material violations of this Section constitute a breach of these Terms.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 Data Partner receives knowledge of under these Terms or through the use of Prodikt, constitutes confidential information (the “Confidential Information”).5.2. The Data Partner 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 Data Partner 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 information shared to BIMobject via Prodikt by the Data Partner for any other purpose than to provide and perform Prodikt to its customers in accordance with the Purpose.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 Data Partner’s employees, customers 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 the Data Sharing Format, the Database and the content of the Database. Changes that affect the Data Sharing Format will be notified to the Data Partner in writing.7.2. BIMobject has the right to adjust prices and fees by notifying the Data Partner 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 Data Partner 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 Data Partner either through Prodikt or, at our discretion, in whichever appropriate way BIMobject deems fit. If the Data Partner objects to or disagrees with any changes within 30 days from BIMobject’s notice, the Data Partner 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 Data Partner does not object or disagree within the prescribed time according to the foregoing, or continues to use Prodikt, the Data Partner 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 Data Partner provides written notice pursuant to the terms herein, then these Terms and the Data Partner’s right to use Prodikt will terminate, or be deemed cancelled in part, upon BIMobject’s notice to the Data Partner 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 Data Partner, BIMobject reserves the right to make such developments subject to separate agreement and/or additional charge.8. Competition8.1. The Data Partner undertakes not to develop functions that compete with BIMobject’s digital products and services during the period these Terms apply and twelve (12) months thereafter.8.2. During the term of these Terms and for twelve (12) months thereafter, the Data Partner shall not use Product Data, the Data Sharing Format 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.9. Intellectual Property Rights9.1. BIMobject owns all intellectual property rights, including but not limited to copyright and trademarks, related to Prodikt, the Data Sharing Format and the Database, the development of Prodikt and the compilation of its contents such as calculations, the compilation of Product Data, APIs and their call structure, other Data Sharing Formats and more (the “IP Rights”).9.2. The Data Partner does not have any right to any IP Rights apart from the right of use specified in these Terms.9.3. The Data Partner is prohibited from copying, publishing, transferring, sublicensing or otherwise disposing of any of the IP Rights, including the Database. This restriction does however not prevent the Data Partner from publishing Product Data retrieved from Prodikt in compliance with the intended Purpose.9.4. Attribution. Where the Data Partner provides Product Data obtained from Prodikt to third parties (for example where the Data Partner is a system supplier, an industry database or a building materials reseller, including via e-commerce), the Data Partner shall make it apparent that it cooperates with Prodikt and uses its data service. As a minimum requirement, the Data Partner shall use Prodikt’s logo 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 Data Partner grants the right to BIMobject to, within its operations, on the website and in other communications, refer to the Data Partner’s company name and trademark and any products or services where the contents of the Database are used by the Data Partner.9.7. Ownership of Product Data. In Prodikt, Primary Data are owned by the Supplier/Manufacturer. BIMobject retains all rights, including database rights, in Secondary Data. The Data Partner is granted a perpetual, non-exclusive, non-transferable right to use Secondary Data delivered to it for the Purpose, except generic environmental data (incl. climate data) issued by EandoX, which is provided under licence and may only be used during the term 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 Data Partner 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 Data Partner’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 Data Partner 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 Data Partner 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 Data Partner’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 Data Partner are the most recent fees published at prodikt.com.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 Data Partner agrees that BIMobject and/or its third-party payment providers and processors may process, collect and store all or any part of the Data Partner’s payment details on BIMobject’s behalf or as needed so that payment is made smoothly. The Data Partner 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 Data Partner’s (and its users’) access to Prodikt until the overdue payment has been paid. BIMobject has the right to charge the Data Partner, 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 Data Partner’s (and its users’) access to Prodikt with immediate effect if BIMobject reasonably believes that (i) the Data Partner’s use poses a security risk to Prodikt, the Database or any third party, (ii) the Data Partner’s account or credentials have been compromised, or (iii) the Data Partner uses Prodikt in violation of Sections 3, 4 or 8. BIMobject shall notify the Data Partner 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 Data Partner 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 Data Partner without deduction therefrom. The Data Partner 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 Data Partner 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 Data Partner 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 Data Partner’s access to Prodikt in writing immediately if the Data Partner uses 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 Data Partner’s access to Prodikt, for any reason, you must immediately cease using Prodikt and the Brand. BIMobject is also entitled to block the Data Partner’s, including its users’, access to Prodikt. Further, BIMobject grants the Data Partner a perpetual, non-exclusive, non-transferable licence to continue using, within its own operations and for the Purpose, Product Data delivered to it prior to the effective date of termination, excluding generic environmental data (incl. climate data) issued by EandoX, the right to which 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 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. 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. In particular, Primary Data is registered, validated and made available by the relevant Supplier/Manufacturer, who remains responsible for it, and Secondary Data is compiled from publicly available third-party sources; while BIMobject provides full source traceability for Secondary Data, BIMobject does not control and cannot warrant the accuracy or completeness of such underlying sources.12.2. As is and as available. The Data Partner 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 Data Partner’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 Data Partner’s (and its users’) use of Prodikt will meet your requirements; (ii) the Data Partner’s use of Prodikt will be uninterrupted, timely, secure or free from error; (iii) any information obtained by the Data Partner (or any of its users) as a result of the Data Partner’s (or its users’) use of 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 Data Partner as part of Prodikt will be corrected; (v) the quality of any products, services, information, or other material purchased or obtained by the Data Partner 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 Data Partner’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).12.4. Sole remedy. Except as expressly set forth in these Terms, the Data Partner 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 Data Partner 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 Data Partner (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); (iii) unauthorized access to or alteration of the Data Partner’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 Data Partner (or any of its users), including but not limited to loss or damage as a result of: (i) any reliance placed by the Data Partner (or any of its users) on the completeness, accuracy or existence of any advertising or results from Prodikt, or as a result of any relationship or transaction between the Data Partner and any third party; (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 Data Partner’s (or your users’) use of Prodikt or the suspension or termination of the Data Partner’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 Data Partner’s (or any of its users’) use of Prodikt; (v) the Data Partner’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 Data Partner’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 Data Partner or its users or for errors or deficiencies in users’ equipment for using the Data Sharing Format and consuming 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 Data Partner 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 Data Partner shall indemnify, defend and hold harmless BIMobject from any and all claims, damages, liabilities and expenses arising from the Data Partner’s use of data, including any allegations of greenwashing. The Data Partner 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 Data Partner’s, or any of its users’, use of Prodikt, the Data Sharing Format and any 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 Data Partner 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 Data Partner 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 Data Partner acknowledges and agrees that these Terms constitute the entire agreement and understanding between the Data Partner 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 Data Partner 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 Data Partner 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 Data Partner 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 Data Partner 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.