Last Modified: 1st March 2021
These Terms of Use applies to the use of any service, software or website provided by isBIM (the "Services"). Please read these Terms of Use carefully before you start to use the Services. By using the Services or creating an account, you accept and agree to be bound by the present Terms and by isBIM privacy policy (the "Privacy Policy"). If you do not agree to these Terms or the Privacy Policy, you must not access or use the Services.
Access to isBIM Services is granted by an entity or an organization that has an agreement with isBIM (the "Customer"). The Customer gives access to isBIM Services to “Users” to conduct activities within the framework of the Customer’s professional activities. Users may include, for example, employees, customers, consultants, subcontractors and agents of the Customer as well as third parties with whom the Customer does business.
The present Terms of Use govern your access and use of the Services. Please note that instructions given by the Customer to you may further restrict your access and use of the Services.
isBIM may revise these Terms from time to time. isBIM will let you know by posting the most current version on isBIM website. You are responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised terms.
Reference is made to you in this document indifferently by using "you" or "User".
1. Provision of Services
Services access and availability. Each User is assigned a unique ID by the Administrator or by isBIM. The ID is required to access the Services.
Security. isBIM shall implement all physical and logical security measures described on isBIM Website. The User hereby acknowledges that such measures are suitable with regard to the type of use it intends to make of the Services as well as the nature of the relevant Customer Data.
2. User Responsibilities
Compliance. The User must use the Services in compliance with the present terms and all applicable laws.
isBIM exercises no control over, nor monitors, and accepts no responsibility for, any Customer Data, works or actions used or produced when using the Services.
Usage Restrictions. User will not:
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breach or otherwise circumvent any security or authentication measures;
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use the Services or the Properties in any manner that could damage, disable or impair the Services or the Properties;
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interfere with or disrupt the Services for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
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violate the law in any way, including storing or sharing content that’s fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others;
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permit direct or indirect access to the Services in a way that circumvents a contractual usage limit;
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copy, sell, resell, lease, license, distribute, modify, translate, prepare derivative works from the Properties or Services or any part, feature, function or user interface;
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(attempt to) decompile, reverse engineer, disassemble or otherwise (attempt to) derive source code from the Properties and/or (attempt to) create a substitute or similar service through use of or access to the Services;
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remove any product identification, proprietary, copyright or other notices included on the Properties or the Services;
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allow any person under the age of 16 to use the Services.
Unauthorized use & access. You are responsible for keeping your User ID confidential. User ID is personal and must be kept strictly confidential by you. You must not lend or entrust your User ID to other users or third parties in any manner whatsoever, whether they are Customer employees or not. As a precaution, isBIM recommends changing the passwords periodically. The passwords must be changed immediately by you if it is suspected that your User ID has been disclosed without authorization or stolen. isBIM is not responsible for any damages or losses resulting from any breach of security caused by Customer’s or User’s failure to maintain the confidentiality of the User IDs.
Breach. In the event of a breach of any of the obligations referred to herein, isBIM shall have the sole and absolute discretion to limit, suspend or terminate User access to the Services, without recourse to the courts and with immediate effect.
3. Proprietary rights and licenses
Reservation of Rights. Except as expressly set forth herein, the Agreement does not grant (a) isBIM any Intellectual Property Rights in Customer Data or (b) User any Intellectual Property Rights in the Services, in the Properties or in isBIM trademarks and brand features.
Limited software license. Some of the Services require the User to download and install Software. isBIM grants to Users a limited, non-transferable, non-exclusive, revocable license to use the Software, solely to access the Services.
License to use feedback. isBIM may (but shall not be obliged to) use, modify, and incorporate into its software and Services any suggestion, enhancement request, correction or other feedback provided by Users. By providing the feedback, the User disclaims any and all rights to the feedback and agrees that isBIM shall have the right to freely use, modify and incorporate such feedback without any legal obligation to the User.
4. Protection of Customer Data
Compliance with Data Protection Laws. Where applicable, isBIM and the User shall comply with the necessary Data Protection Laws, regulations or directions of the relevant jurisdiction(s) and any timelines, procedures or requirements prescribed thereunder shall apply to the extent necessary. To operate and provide the Services, isBIM collects certain information about the Users. isBIM uses and retains such information in accordance with the isBIM Privacy Policy.
Third party applications: isBIM Services may contain links to third party applications, including some that have different privacy and security policies and practices than isBIM. isBIM makes no representations or warranties about the policies and practices of such applications, and shall not be responsible for such applications.
5. Disclaimers
Warranties. Notwithstanding any specific guarantee granted by isBIM to the Customer, THE SERVICES ARE PROVIDED “AS IS,” AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. TO THE EXTENT NOT PROHIBITED BY LAW, ISBIM AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED, RELATED TO OR ARISING IN ANY WAY OUT OF THE AGREEMENT OR OF THE PROVISION OF THE SERVICES HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ARISING BY COURSE OF DEALING OR PERFORMANCE, OR BY CUSTOM OR USAGE IN THE TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
Service unavailability. The User acknowledges that isBIM does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. isBIM is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Service interruptions. The User acknowledges that the Services may be temporarily unavailable for scheduled maintenance or because of other causes beyond isBIM control. isBIM will not be liable for any such unavailability, but isBIM shall use reasonable efforts to provide advance notice of any scheduled disruption.
Relief Event. isBIM shall not be liable should the User not be able to access or use the Services satisfactorily, and/or should isBIM not be able to provide all or part of the Services accordingly with the Agreement, due to an event that is not under isBIM’s control (a “Relief Event”), such as:
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a Force Majeure Event;
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any act or omission of Customer or User or any third party, including any delay or failure to promptly comply with its obligations;
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shortcomings of other parties, such as difficulties with services or devices under third party provider’s control or responsibility;
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difficulties with the Services due to changes in Customer’s or User’s systems or items;
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errors that the Customer may make (including third-party agents thereof) or those of a User managing or using the Services;
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any inaccurate or incomplete data, information or documentation provided by Customer or User;
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malfunctions of any kind whatsoever in the Customer’s or User’s facilities.
External websites. isBIM Services may include links to third-party applications or websites (“External Websites”). These links are provided only as a convenience to the user and not as an endorsement by isBIM of the content on such External Websites. When the User access an External Website, isBIM has no control over its content, applications, or services. isBIM does not make any representations regarding the accuracy, quality, or accessibility of any External Website or its content or materials. isBIM disclaims all liability for any errors, omissions, violation of third-party rights or illegal conduct arising from such External Websites.
6. Limitation of Liability
Liability principles. Customer Data and more broadly any content integrated or processed in or with the Services by the Customer or a User, is the sole responsibility of the Customer and of the User.
Limitation on Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ISBIM, ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF ISBIM HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
7. Contracting Parties and governing law
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This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation, shall be governed by and construed in accordance with the laws of Hong Kong.
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The parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong for the purpose of hearing and determining any suit, action or proceedings and/or settling any disputes arising out of or in connection with this Agreement.
8. Definitions
In these terms, capitalized terms have the following meaning:
"Agreement" means the agreement executed between isBIM and the Customer.
"Customer" has the meaning as set forth in the preamble of the present terms.
"Customer Data" means the files, data and various elements provided by the Customer and the Users for processing in the context of the Services.
"Data Protection Laws" means all applicable worldwide legislation relating to Personal Data protection which applies to the respective party in the role of processing Personal Data under the Agreement, as amended, consolidated or replaced from time to time.
"Force Majeure Event" means an event beyond the reasonable control of the person affected including, without limitation, strike, epidemic, lock out, labour dispute, war, terrorism, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, computer software, hardware or system failure, fire, extraordinary situations of natural and man-caused nature, including natural disasters, flood and/or storm.
"Intellectual Property Rights" means any and all rights under copyright laws, patent laws, trademark laws, trade secret laws, unfair competition laws, and any and all other proprietary rights, worldwide.
"isBIM" means the applicable isBIM contracting entity as specified in the article “Contracting Parties and Governing Law” of the Term.
"Party(ies)" means individually or collectively the User and/or isBIM.
"Privacy Policy" means isBIM privacy policy accessible at the following address: www.isbim.com.hk/privacy-policy.
"Properties" means isBIM applications, platform, Software, documentation and other isBIM assets which Customer needs to access or use in order to benefit from the Services.
"Release(s)" means any release relating to isBIM Properties including but not limited to updates, error fixes, patches, minor upgrades and new versions.
"Relief Event" has the meaning as set forth in article "Disclaimers" of the present terms.
"Services" means the Professional Services and/or the Subscription that are ordered by the Customer and provided or made available by isBIM, as described in the Order.
“Software” means isBIM’s software which the User may need to install on its own system in order to benefit from the Services, and any Releases of such Software.
"Terms" means the present terms.
"User" has the meaning as set forth in the preamble of the present terms.
"(User) IDs" means login information and password that is uniquely associated with a User.
"(isBIM) Website" means the website published by isBIM and accessible at the following address: www.isbim.com.hk.