These general terms and conditions apply to how the Supplier provides the Service and how the Customer and Users may use it (see definitions below). Once the Customer accepts an Agreement for the Service, whether by executing a written agreement, clicking an "accept" button during registration, or through other electronic acceptance methods, these general terms and conditions form a part of the binding legal agreement with the Supplier.
DEFINITIONS
Access Credentials: API keys, passwords, usernames and other methods the Customer or User access the Service.
Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting rights or the power to direct management.
Agreement: An agreement between the Customer and the Supplier for providing the Service, which includes these Terms, their appendices and any other written terms and agreements.
Customer: The legal entity accepting these Terms and entering into an Agreement with the Supplier for the Service.
Customer Data: All information, data and content uploaded or submitted otherwise by the Customer or Users to the Service.
Feedback: Any feedback, comments, suggestions, ideas, or other information regarding the Service provided by the Customer to the Supplier.
Result Data: The output from the Service, that is directly based on Customer Data and openly available public data.
User(s): The Customer and any employee, consultant or other representative of the Customer being granted an access to the Service.
User Terms: The conditions for using the Service for each individual User, as updated from time to time. The current version is attached as Appendix 1.
Service: The software and services provided by the Supplier for automatically creating building information models from architectural drawings, which Users are allowed to access and use.
Supplier: Make a BIM Oy.
RIGHT TO USE
Tied to the Customer's payment of the agreed fees and complying with these Terms and User Terms, the Supplier grants the Customer a non-transferable, non-exclusive right to use the Service during the term of the Agreement. This includes a right to provide Users access to the Service with Access Credentials designated for the Customer.
THE SUPPLIER'S RIGHTS AND OBLIGATIONS
The Supplier agrees to provide the Service in accordance with the Agreement, with due care and in a professional manner. The Service is provided on an "as-is" basis without any implied or express warranties.
The Supplier provides the Service starting on the agreed date. If no specific date is agreed, the Service starts without excessive delay after entering into the Agreement. The Service is considered delivered once the Supplier gives the Access Credentials to the Customer or upon the Customer receiving the Access Credentials after registration on the Supplier's website.
The Supplier has the right to make changes to the Service. If a change negatively impacts the Service, the Supplier will attempt to notify the Customer of the change beforehand. If prior notice is not reasonably possible, the Supplier will notify the Customer as soon as they become aware on the issue.
The Supplier has the right to temporarily pause the Service due to updates, technical changes or maintenance work. The Supplier aims to avoid extended suspension to the Service and aims to schedule it in a way that cause as little harm as possible. The Supplier is not, however, responsible for the timely, uninterrupted or accurate operation of the Service.
THE CUSTOMER'S RIGHTS AND OBLIGATIONS
The Customer is responsible for all use of the Service by its Users who must comply with the User Terms and all applicable Supplier's instructions and conditions related to the Service and all laws and regulations in connection with the Customer's and User's use of the Service.
The Customer agrees to safeguard the Access Credentials provided to the Customer by the Supplier and must keep them protected from unauthorized persons. The Customer agrees to immediately notify the Supplier if the Customer becomes aware that any unauthorized person has gained the Access Credentials. The Customer is liable for the use of Access Credentials assigned to the Customer and any associated service fees due from their use.
The Customer is responsible for the accuracy of all information and any other material provided by the Customer to the Supplier.
The Customer is responsible for the Customer's use of the Service, including the lawfulness of any Customer Data. The Customer indemnifies and holds harmless the Supplier from and against any claims against the Supplier due to the Customer's or User's use of the Service, which violates these Terms or the User Terms.
LIMITED ACCESS TO THE SERVICE
The Customer agrees not to attempt to modify, copy, decompile, adapt, reverse engineer or otherwise attempt to derive source code of the Service or any computer software programs the Service is based upon.
The Supplier has the right to suspend or limit the Customer's access to the Service if there is reasonable suspect that the Customer's use could cause more than minor damage to the Supplier. This includes situations where the Service is used for other purposes than agreed, or if unauthorized persons have gained access to the Service. The Supplier may, in its discretion, limit the use of the Service e.g. by limiting the number of API requests that an individual User can make. Any suspension or restrictions will be reasonable and appropriate to the situation. The Customer will be promptly informed about any limitation or suspension of the access to the Service.
The Supplier has the right to terminate the Service or deactivate a User's Access Credentials with immediate effect if the Customer or an individual User fails to comply with these Terms or the User Terms or has acted unlawfully or contrary to the requirement of good faith when using the Service or if the Supplier reasonably suspects that the Customer or User burdens or uses the Service in such a manner as to jeopardize the delivery of the Service to other customers.
SERVICE FEES AND PAYMENT TERMS
The Service is billed in accordance with the Supplier's price list, as applicable. The Supplier may update its price list by informing the Customer at least one (1) month before the changes become effective. Changes in pricing will take effect upon the beginning of the next subscription period.
Payments must be made against invoice, thirty (30) days from the invoice date, with a valid credit card or through an external payment processor. If payments are made with a credit card, the Customer authorizes the Supplier or its third-party payment processor to charge the credit card identified by the Customer (which the Customer represents and warrants that it is authorized to use) all applicable fees for the Service. If the Customer chooses to pay by credit card or external payment processor, the Customer agrees that the Supplier or Supplier's payment processor can store the credit card information and/or other information required to process payments.
The Supplier offers different subscription models for the Services with different payment options. If the Services are not paid in advance or on ad-hoc basis through the Service, the Supplier invoices or charges any applicable base fees in advance and any fees based on volume of use in arrears, both on a monthly basis. Interest on overdue payment shall accrue at the rate of ten (10) percent annually from the invoice date until the invoice is paid in full.
If overdue invoices have not been paid within thirty (30) calendar days of the due date or if the Supplier does not receive payment from the Customer's credit card provider or external payment processor, the Supplier may suspend or limit the Customer's access to the Service. For automated subscription payments, the Supplier may attempt to process payment up to three times over a seven (7) day period before suspending access.
INTELLECTUAL PROPERTY RIGHTS
The Agreement does not transfer any intellectual property rights, or any other rights that a party holds or obtains, to the other party.
The Supplier will be and remain the sole owner of all intellectual property rights and other rights relating to the Service that pre-exist in the Service or which the Supplier, alone or together with the Customer or others, develops in relation to the provision of the Service.
Intellectual property rights that the Customer holds prior to entering into the Agreement, or rights that the Customer develops or acquires by itself during the term of the Agreement, remains the property of the Customer. However, the Supplier is entitled to use the Customer's intellectual property rights to the extent required to provide the Service under the Agreement.
All Feedback is considered non-confidential and the Customer grants the Supplier a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use the Feedback for any purpose without compensation or attribution.
The Customer covenants that neither the Customer nor any of its Affiliates will directly or indirectly assert, threaten to assert, or cause to be asserted any patent or patent application claims against the Supplier, its Affiliates, or other customers of the Service based on or arising from: (i) the Supplier's provision of the Service; (ii) the Supplier's use of Customer Data or Result Data as permitted under this Agreement; (iii) any improvements, modifications, or developments made to the Service; or (iv) any Aggregated Data created by the Supplier. The Customer indemnifies and holds harmless the Supplier from and against any such claims. This obligation survives the expiry or termination of the Agreement and shall be binding upon the Customer's successors, assigns, and Affiliates.
DATA RIGHTS
Between the Parties, the Customer shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to the Customer Data and the Result Data.
The Customer grants the Supplier a non-exclusive right and license to access, use, copy, modify, process and store Customer Data and Result Data for 1) providing the Service under the Agreement; and 2) further develop the Service.
Customer name and logo may be used for marketing purposes by the Supplier, unless separately prohibited by Customer.
The Customer agrees that the Supplier may (i) collect, use and create derivative works of data regarding Service usage and performance derived from the Customer Data and Result Data; (ii) aggregate such data with other data to create compilations and analysis of such data ("Aggregated Data"); and (iii) use, copy, modify, create derivative works of, publish and disclose such Aggregated Data in a manner that does not directly or indirectly identify the Customer or any individual person or disclose any Confidential Information of the Customer. The Supplier shall own all right, title and interest to the Aggregated Data and any derivative works thereof.
The Customer may not use the Result Data to develop any service or solution that performs substantially the same functionality as the Service or otherwise competes with the Service or allow any third party to do so and must make sure that any third party is bound by the same restriction upon transferring the Result Data to such third party.
PERSONAL DATA
The Supplier will process User's personal data as data controller. As a data controller, the Supplier processes personal data about Users when they log in to the Service. The Supplier's collection and use of this information, which they process as the data controller, is described in the Supplier's privacy policy, available at https://www.makeabim.com/privacy_policy.html.
CONFIDENTIALITY
Each Party agrees to keep in confidence all Confidential Information of the other Party and agrees not to disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than for its own internal use or for the provision of the Service.
RESTRICTIONS OF USE
The Customer agrees not to:
• use the Service, Result Data or any Confidential Information of the Supplier to create any service, software or documentation that performs substantially the same functionality as the Service, nor copy design, logic or analytics of the Service;
• disassemble, decompile, decrypt, reverse engineer or use any other means to attempt to discover any source code, underlying ideas, techniques or algorithms in the Service or Result Data (except to the extent these restrictions are expressly prohibited by applicable statutory law) or make any changes to the Service;
• input any virus, malware, or other harmful code into the Service or interfere with or disrupt the integrity of the Service or any content or data contained therein or transmitted thereby;
• take any action that imposes, or may impose, in the Supplier's discretion, an unreasonable or disproportionately large load on the Service;
• include any content in the Service for which the holder of rights has prohibited data mining and/or processing with AI systems, use the Service in a way that infringes the Supplier's or any third party's rights or any local, federal or international law;
• "frame", "mirror," sell, resell, rent, or lease any portion of the Service or otherwise incorporate any part of the Service into any other website without the Supplier's prior written authorization;
• represent that the Result Data is human-generated when it's not;
• rely on the Result Data without controlling its correctness;
• use the Result Data to determine any values or solutions related to structural planning or any engineering choices, where any errors may cause risk of serious harm;
• circumvent or attempt to avoid or manipulate the techniques and tools used by the Service to determine the amount of use of the Service for determining service fees.
The Customer's obligations under this clause shall survive, without limitation in time, the expiration or termination of the Agreement.
WARRANTIES
THE CUSTOMER'S USE OF THE SERVICE IS AT THE CUSTOMER'S SOLE RISK. THE SUPPLIER DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR THE CUSTOMER'S ACCESS TO ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CUSTOMER FROM THE SERVICE WILL CREATE ANY WARRANTY REGARDING THE SERVICE, IF NOT EXPRESSLY STATED IN THESE TERMS.
EXCEPT FOR ANY SPECIFIC WARRANTIES MENTIONED HERE, THE SUPPLIER DISCLAIMS ALL WARRANTIES, TO THE MAXIMUM EXTENT PERMITTED BY LAWS. THIS INCLUDES ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR BEING FIT FOR A SPECIFIC PURPOSE. THE SUPPLIER DOES NOT WARRANT THE ACCURACY OF ANY DATA PROVIDED IN CONNECTION WITH THE SERVICE, OR THAT THE SERVICE IS FREE OF BUGS OR ERRORS.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLIER WILL NOT BE LIABLE FOR ANY LOST PROFITS OR MISSED BUSINESS OPPORTUNITIES, INABILITY TO THE USE THE SERVICE, BUSINESS INTERRUPTION, LOSS OF DATA (WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES SUPPLIER'S ENTIRE LIABILITY SHALL BE LIMITED TO EUR 50. SUPPLIER'S AGGREGATED LIABILITY UNDER THE AGREEMENT SHALL BE LIMITED TO EUR 100
Any limitation of liability under this section 13 shall not apply with respect to breach of Section 10 (Confidentiality) or Section 11 (Restrictions of Use), or where the damage has been caused by willful misconduct, gross negligence or fraud.
TERM AND TERMINATION
The Customer's subscription of the Service may, depending on the Customer's choice, be automatically renewable or valid for a fixed period. If the subscription is automatically renewable, the subscription to the Service will remain in effect and will be renewed automatically at the end of each subscription period unless terminated by either party. For subscriptions managed independently by Customer, the Customer may terminate the subscription at any time through their online account, with termination taking effect at the end of the current billing period. For enterprise subscriptions or subscriptions involving custom terms, termination requires written notice no less than three (3) months before the termination of the contract period. If the subscription is made for a fixed period and/or not automatically renewable, the subscription will automatically terminate at the end of the agreed subscription period.
Upon termination of the subscription period, the Customer immediately stops using the Service.
The Supplier may terminate the Agreement or terminate or suspend the Customer's and/or any User's access or use of the Service in the following circumstances:
• the Customer's or any User's continued use of the Service may, in the Supplier's discretion, result in material harm to the Service, the Supplier or another customer of the Service;
• the Customer or User (i) submits information to the Service in violation of applicable law; (ii) breaches Section 11 or the User Terms;
• any fees due by the Customer remain unpaid thirty (30) days after the applicable due date as set forth in the Agreement;
• the Customer commits a material breach of its obligations under the Agreement and does not remedy such breach within thirty (30) days of receiving notice of breach.
Either party may terminate the Agreement in writing to the other party if the other party enters into bankruptcy, becomes insolvent or makes an assignment for the benefit of creditors.
EFFECTS OF TERMINATION
Upon termination of the Agreement, the Customer's right and license to use the Service ceases. Termination of the Agreement shall be without prejudice to any rights, claims, damages, compensation, or remedies accrued to either party prior to the effective date of the termination. Payments already made to the Supplier will not be refunded.
The Customer ensures that it retrieves all Customer Data and Result Data from the Service before termination of the Service. The Supplier is not obligated to store any Customer Data or Result Data for the Customer after termination of the Service.
MISCELLANEOUS
Either party may not wholly or partly assign any of its rights or obligations under the Agreement to any third party, without the prior written approval of the other party. However, the Supplier may assign the right to accept payment under the Agreement without the approval of the Customer.
The Agreement constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior, oral or written, proposals, prior agreements and other prior communications between the parties, concerning the subject matter of the Agreement.
If not stated otherwise, no amendment or modification of the Agreement shall be binding unless made in writing and signed (or otherwise clearly confirmed) by both parties.
GOVERNING LAW AND DISPUTES
This Agreement is governed by the laws of Finland disregarding its choice of law rules.
Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be settled in the District Court of Helsinki.
User Terms for Make a BIM Services
Applicability
Make a BIM's service ("Service") is provided by Make a BIM Oy ("Supplier"). By using the Service or clicking the "accept" button or a logical equivalent, you are binding yourself and the business entity you represent (collectively "You") to the terms and conditions of these user terms ("User Terms") including the warranty disclaimers and limitations of liability provisions below. If You do not agree to the terms and conditions of these User Terms, do not use the Service. YOU AGREE THAT YOU HAVE READ THESE USER TERMS AND UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS.
Grant of Rights
The Service is provided to You as long as You comply with these User Terms.
Limitations of Use
You may not:
• use the Service or any information in it to create any service, software or documentation that performs substantially the same functionality as the Service, nor copy design, logic or analytics of the Service;
• disassemble, decompile, decrypt, reverse engineer or use any other means to attempt to discover any source code, underlying ideas, techniques or algorithms in the Service, or its data (except to the extent these restrictions are expressly prohibited by applicable statutory law) or make any changes to the Service;
• input any virus, malware, or other harmful code into the Service or interfere with or disrupt the integrity of the Service or any content or data contained therein or transmitted thereby;
• take any action that imposes, or may impose, in the Supplier's discretion, an unreasonable or disproportionately large load on the Service;
• include any content in the Service for which the holder of rights has prohibited data mining and/or processing with AI systems, use the Service in a way that violates the Supplier's or any third party's rights or any local, federal or international law;
• "frame", "mirror," sell, resell, rent, or lease any portion of the Service or otherwise incorporate any part of the Service into any other website without the Supplier's prior written authorization;
• represent that any result obtained from the Service is human-generated when it's not;
• rely on any result obtained from the Service without controlling its correctness;
• use the result obtained from the Service to determine any values or solutions related to structural planning or any engineering choices, where any errors may cause risk of serious harm;
• circumvent or attempt to avoid or manipulate the techniques and tools used by the Service to determine the amount of use of the Service for determining service fees.
The Supplier may terminate Your access to the Service with immediate effect if You fail to comply with these User Terms or act unlawfully or contrary to the requirement of good faith when using the Service or if the Supplier reasonably suspects that You burden or use the Service in such a manner as to jeopardize the delivery of the Service to other users.
Support
Please contact leo.salomaa@makeabim.com for technical support.
User IDs
You shall retain your user ID or other access credentials in confidence. If You have reason to believe your User ID or other access credentials is compromised, contact the Supplier.
Personal Data
The Supplier processes Your personal data in accordance with the applicable data protection legislation and complies with requirements of privacy in processing of personal data. The privacy statement related to the Service's customer register is available at https://www.makeabim.com/privacy_policy.html, in accordance with the General Data Protection Regulation ("GDPR").
Copyright and Other Intellectual Property Rights
The Service and the device data it includes, and all rights, including without limitation intellectual property rights, are owned by Supplier and/or its licensors. The structure, organization, algorithms and code of the Service are valuable trade secrets and confidential information of Supplier and/or its licensors.
Feedback
You may from time to time provide feedback, comments, suggestions, ideas, or other information regarding the Service ("Feedback") with respect to the Service. All Feedback is voluntary and, even if marked as confidential (unless subject to a separate written agreement), will not create a confidentiality obligation for the Supplier. The Supplier will be free to use, disclose, reproduce, license or otherwise distribute such Feedback, without obligation or restriction of any kind with relation to Your Intellectual Property Rights or otherwise.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SUPPLIER DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR YOUR ACCESS TO ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE WILL CREATE ANY WARRANTY REGARDING THE SERVICE, IF NOT EXPRESSLY STATED IN THESE TERMS.
EXCEPT FOR ANY SPECIFIC WARRANTIES MADE IN THESE USER TERMS, THE SUPPLIER DISCLAIMS ANY WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAWS. THIS INCLUDES ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR BEING FIT FOR A SPECIFIC PURPOSE. THE SUPPLIER DOES NOT WARRANT THE ACCURACY OF ANY DATA PROVIDED IN CONNECTION WITH THE SERVICE, OR THAT THE SERVICE IS FREE OF BUGS OR ERRORS.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLIER WILL NOT BE LIABLE FOR ANY LOST PROFITS OR MISSED BUSINESS OPPORTUNITIES, INABILITY TO THE USE THE SERVICE, BUSINESS INTERRUPTION, LOSS OF DATA (WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES SUPPLIER'S ENTIRE LIABILITY SHALL BE LIMITED TO EUR 50. SUPPLIER'S AGGREGATED LIABILITY UNDER THE AGREEMENT SHALL BE LIMITED TO EUR 100.
Contact Details
If You have any questions about or notices relating to these User Terms or if you want to contact the Supplier for any reason, please direct all correspondence to: leo.salomaa@makeabim.com