GENERAL TERMS AND CONDITIONS

OF THE CONVERSION PROGRAM

FOR THOSE

ENTERING THE PROGRAM IN PHASE 1

IMPORTANT

PLEASE READ THESE “GENERAL TERMS AND CONDITIONS OF THE CONVERSION PROGRAM FOR THOSE ENTERING THE PROGRAM IN PHASE 1” (“GTC”) CAREFULLY. BY PLACING YOUR ORDER FOR A SUBSCRIPTION IN SCOPE OF THE PROGRAM, YOU INDICATE YOUR ACCEPTANCE OF THIS GTC INCLUDING SURRENDERING YOUR PERPETUAL LICENSE YOU ENTER THE PROGRAM WITH (SECTION 3), THE TIME LIMITED AND RESTRICTED USE OF THE COMPATIBILITY LICENSE (SECTIONS 3.1 AND 3.2), ENTERING THE PROGRAM CONTRACT-BY-CONTRACT IN FULL (SECTION 5), CONSEQUENCES OF YOUR INFRINGEMENT (SECTION 6) AND AUTOMATIC RENEWAL (SECTION 7), AS A BINDING CONTRACT BETWEEN YOU AND GRAPHISOFT SE.

IF YOU DO NOT ACCEPT THIS GTC, PROMPTLY DELETE ALL INSTALLED SOFTWARE AND INSTALLER FILES AND IF APPLICABLE RETURN THE COMPLETE PACKAGE TO THE PLACE FROM WHERE IT WAS PURCHASED.

Graphisoft SE Private European Company Limited by Shares, Záhony utca 7. Budapest H-1031 Hungary https://graphisoft.com ("Graphisoft") licenses the Subscription to You, an individual or as the representative of and on behalf of Your employer only upon the condition that You accept all of the terms contained in this GTC.

1. In the scope of the Conversion Program (“Program”) Graphisoft provides You with Subscription(s) that shall replace the combination of perpetual commercial Archicad licenses, and the Services and Benefits provided under the Software Service Agreement / Graphisoft Forward (“SSA/FW”).  The Program is comprised of several Phases as determined by Graphisoft. Each Phase may have different terms and conditions.

2. The Program offers Subscription(s) with special conditions to active SSA/FW customers, in particular but not limited to acquiring Subscription at SSA/FW price level. The type of Subscription made available in the scope of the Program is defined by Graphisoft and may be changed from time to time. You can obtain information about the actual conditions and content related to the available Subscription(s) on Graphisoft Store or at Your local Graphisoft Partner or a Graphisoft Subsidiary.

3. Upon entering the Program and purchasing Subscription(s) with the special conditions of the Program, You voluntarily surrender Your perpetual license(s) that was/were involved in the Program, and in place of those You will be provided with (i) Subscription license(s), as defined in Section 14.2 hereinafter, and (ii) time limited and restricted Compatibility License(s) each, as defined in this GTC, in the quantity equal to the number of perpetual licenses You involved in the Program. Compatibility License is defined in Sections 3.1 and 3.2 hereinafter.

3.1. Compatibility License is time limited, which means, that You are entitled to use the Compatibility License for the time period, You are participating in the Program and as long as your Subscription(s) purchased in the scope of the Program is/are active.

3.2. Compatibility License is restricted, which means that

3.2.1 You are granted the right to use the Compatibility License(s), which is the commercial perpetual Archicad 25 license(s), for continuing to work on Your existing project files created with Archicad 25 or earlier versions.

3.2.2 You are prohibited from using Your Compatibility License(s) and the Subscription(s), purchased in the scope of the Program, simultaneously.

3.2.3 You accept that editing and saving your earlier-project files with Your Subscription(s) will result Your project file to be automatically updated to the latest version of Archicad, and You will not be able to open or edit Your project file any longer with an earlier version of Archicad entirely or without the loss of data.

3.2.4 As a material condition of the Program, You expressly accept that it is prohibited to sell, loan, distribute, cede, sublicense, rent or lease or otherwise transfer or assign the right to use of the Compatibility License, nor transfer or provide access to it by network for any use, either in whole or in part without the prior written consent of Graphisoft.

3.2.5 Upon the termination of Your Subscription(s) for breach You are not entitled to obtain the then-current version of perpetual Archicad detailed in Section 3.3 hereinafter.

3.3 In the case of Your non-renewal (termination) of the Subscription Term, during the course of the Program, at renewals or at the end of the Program, as explained in Section 14.2 hereinafter, Your Compatibility License(s) will be replaced by the then actual latest version of the type of perpetual Archicad, (i.e., Archicad Full or Solo) You entered the Program with and without SSA/FW, under the condition that You return the equivalent number of Compatibility Licenses without any compensation. Please note, upgrading to the then actual latest version of perpetual Archicad is not automatic, You shall specifically request it by submitting a support ticket at https://support.graphisoft.com within 90 days from the end date of Your Subscription Term being not renewed under the Program.

3.4 You expressly accept that upon exiting the Program at any time, the perpetual Archicad that will replace Your Compatibility License(s) may be an older version (with a lower version number) of Archicad than the Subscription You used prior to exiting the Program. Consequently, You will not be able to open or edit Your project files, created earlier by using Your Subscriptions of the latest version of Archicad, any longer with the earlier version of perpetual Archicad, fully or partially or without the loss of data. As a mitigation solution, You are suggested that, prior to the termination of your Subscription coming into effect, You save back Your project files to the latest version of perpetual Archicad that was available at the time of the termination of your Subscription. This solution may still cause some data loss in the saved-back files but provides You with access to the core data.

4. You can enter the Program by purchasing the Subscription(s) on the Graphisoft Store or from an authorized Graphisoft Partner at the time of your SSA/FW renewal or, if allowed by Graphisoft, during Your active SSA/FW. If You purchase or renew Your Program-related Subscription on the Graphisoft Store, the applicable Prices and payment terms will be provided there, while in the case of purchasing or renewing the Subscription at a Graphisoft Partner, the Graphisoft Partner will inform you thereon. Please note that if you purchase from a Partner then the Partner may apply different conditions, which cannot, however, contradict this GTC. Graphisoft does not take any responsibility for the Partner’s terms and conditions.

5. If You have multiple running SSA/FW contracts, You can enter the Program contract-by-contract. You shall purchase the Subscription(s) in the Program that are equivalent in number to the quantity of the perpetual licenses covered by the SSA/FW contract used for entering the Program.

6. In the case of Your infringement of any provisions of this GTC related to any of Your perpetual license(s) involved in the Program or Your Subscription(s), in particular but not limited to delay or non-payment of the Price or Price instalment(s) of Your Subscription in due course, You expressly acknowledge and accept that it constitutes material breach of this GTC giving the right to Graphisoft to terminate this GTC immediately, without refund of any Prices paid in scope of the Program and all Your Subscriptions are terminated with immediate effect. As a sanction for breach, You shall pay to Graphisoft the difference between the current price of the same type of Subscription and the Price paid for the Subscription in scope the Program. Graphisoft will take the necessary measures to make the infringement terminated and to enforce Your compliance with the above provisions. In addition, Graphisoft shall be entitled to claim compensation for damages resulting from Your breach of this Agreement beyond the penalty and enforce all its rights under the governing law.

7. Unless terminated, Your Subscription(s), purchased in the scope of the Program, is/are going to be automatically renewed at the end of the Program at the Price and according to the terms and conditions applicable at the time of the renewal. Upon the ending of the Program, the Price shall be increased annually in multiple steps so that it becomes equivalent to the market price of the same type of Subscription.

8. If You (or Your Graphisoft Partner on Your behalf) purchase a Subscription in the scope of the Program, by using the dedicated Technical Solution, You accept the terms and conditions of this GTC, as determined and may be changed by Graphisoft from time to time. Continued use of the Subscription following any such changes shall constitute the Customer's acceptance thereof, even if You purchased the Subscription prior to the change.

9. You shall cooperate in good faith with Graphisoft for the purpose of due performance of the provisions of this GTC. In case of failing to cooperate with Graphisoft, You may suffer damages, for which Graphisoft excludes any and all liability to the permitted extent allowed by the applicable rules of law.

10. These terms can be modified unilaterally by Graphisoft from time to time.

11. Applicable Law and Jurisdiction: this GTC and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by the laws of Hungary without regard to the conflicts of law provisions of any jurisdiction. All provisions of this Agreement are subject to the mandatory rules of applicable law. In the event of any dispute arising from or in connection with the present GTC, so especially with its breach, termination, validity or interpretation, the parties exclude the state court procedure and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be 3 (three) and the language to be used in the arbitral proceedings shall be English. The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration.

12. Definitions:

12.1 “Technical Solution” – applied by Graphisoft uniquely for each of Your Subscription purchase to be made in the scope of the Program. The Technical Solution enables the purchase of the Subscription(s), as defined by Graphisoft, in equivalent numbers to your perpetual licenses covered by SSA/FW contract, You enter the Program with. The Technical Solution is for single use, and it is valid until the date specified in it, which is by default, set to the date of your upcoming renewal term of your SSA/FW contract. If the purchase of the Subscription is on the Graphisoft Store, Graphisoft provides the Technical Solution to the You directly. If the purchase of the Subscription is via Your Graphisoft Partner, Graphisoft provides the Technical Solution to Your Graphisoft Partner.

12.2 “Customer," "Yourself," "Your" or "You" - the company, person, or entity accepting this GTC on behalf of Customer, all of whom are authorized to use the Subscription solely for his/her/its own purposes and not for any further distribution or resale.

12.3 "Graphisoft Forward" - the Services and Benefits which are made available by Graphisoft to the Customer in accordance with the terms and conditions of this Forward Agreement.

12.4 "Software Services Agreement (SSA)" - The SSA sold by the Graphisoft Partner to the Customer in subject of services to be provided to Customer in relation to commercial perpetual Archicad.

13. This GTC is to be applied together with the other legal documents, such the relevant Graphisoft License Agreement (“EULA”), the Graphisoft Store Terms of Services and the Graphisoft Privacy Policy.

14. Special provisions of Phase 1 of the Program

14.1. Duration of entering Phase 1 of the Program:

14.1.1. pilot in French speaking Switzerland, UK and North America starting as of April 1, 2024, and ending on December 31, 2024;

14.1.2. global program starting as of October 1, 2024, and ending on December 31, 2024.

14.2 Duration of the Program with this GTC for those who entered the Program in Phase 1: The Program is time limited, which shall be as follows, depending on Your Subscription Term(s) purchased upon entering the Program

14.2.1. one (1) year with the maximum of two renewals of 1-year Subscription Term each, with the total term of three (3) years, or

14.2.2. three (3) years with one renewal of 3-year Subscription Term with the total term of six (6) years. You can decide whether you pay the 3-year Subscription upfront in full or in annual instalments.

14.3. Availability: worldwide (except Denmark, Spain and Slovenia).

14.4. The type of Subscription made available in the scope of the Program: Archicad Collaborate.

14.5. Graphisoft allows You to enter the Program at renewal or mid-term of Your active SSA/FW.

14.6. Pricing: the conversion discount, used to generate the preferential Prices applicable in the Program, will remain the same during the Program and applied at the

14.6.1. first (1st) renewal of Your 3-year Subscription;

14.6.2. first two (2) renewals of Your 1-year Subscription.

14.7 The most preferable price level is applicable to the 3-year Subscription paid upfront. The 3-year Subscription with annual instalments is 10% (ten percent) more expensive, where the annual instalments cost the same as the 1-year Subscription.

14.8. Compatibility License: the downgrade of Your perpetual license to Archicad 25 will be done 90 days after the date of purchasing the Subscription under the conditions of the Conversion Program, in order to provide You with continued compatibility with legacy projects.

14.9. Guaranteed terms: Graphisoft undertakes not to modify the provisions of this GTC in Section 14 hereabove during the entire duration of the Program, as specified in this Section 14.9, for the Subscription(s) purchased in Phase 1 of the Program.

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