GENERAL TERMS AND CONDITIONS

OF THE CONVERSION PROGRAM

IMPORTANT

PLEASE READ THESE “GENERAL TERMS AND CONDITIONS OF THE CONVERSION PROGRAM” (“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 4), THE TIME LIMITED AND RETSRICTED USE OF THE COMPATIBILITY LICENSE (SECTIONS 4.1. AND 4.2.), ENTERING THE PROGRAM CONTRACT-BY-CONTRACT IN FULL (SECTION 6), CONSEQUENCES OF YOUR INFRINGEMENT (SECTION 7) AND AUTOMATIC RENEWAL (SECTION 8, AS A BINDING CONTRACT BETWEEN YOU AND GRAPHISOFT SE.

IF YOU DO NOT ACCEPT THIS GTC, PROMPTLY DELETE ALL 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 being on Software Service Agreement / Graphisoft Forward (“SSA/FW”).
  2. The Program offers Subscription(s) with special conditions to active SSA/FW customers. 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.
  3. The Program is time limited, which may be (i) 1 (one) year with the maximum of two renewals of 1 (one) year Subscription Term each, with the total term of 3 (three) years or (ii) 3 (three) years with one renewal of 3 (three) year Subscription Term with the total term of 6 (years) years, depending on Your Subscription Term(s) purchased upon entering the Program.
  4. 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 3 above, and (ii) time limited 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 4.1 and 4.2 hereinafter.
    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 are active. In the case of Your non-renewal (termination) of the Subscription Term during the course of the Program or at and the end of the Program, Your Compatibility License(s) will be replaced by the then actual version of perpetual Archicad, under the condition that You return the equivalent number of Compatibility Licenses without any compensation.
    2. Restricted means that
      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.
      2. You are prohibited from using Your Compatibility License(s) and the Subscription(s), purchased in the scope of the Program, simultaneously.
      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.
      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.
      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 4.1 above.
  5. 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.
  6. 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.
  7. In case of infringement of any provisions of this GTC, You expressly acknowledge that it constitutes material breach of this GTC giving the right to Graphisoft to terminate this Program immediately, without refund of any Prices paid, and 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 and enforce all its rights under the governing law.
  8. Unless terminated, Your Subscription(s), purchased in the scope of the Program, are going to automatically renew at the end of the Program at the Price and according to the terms and conditions applicable at the time of the renewal.
  9. If You purchase a Subscription in the scope of the Program, by using the dedicated Coupon Code, You accept the terms and conditions of this GTC, as determined and may be changed by Graphisoft from time to time.
  10. You shall cooperate in good faith with Graphisoft for the purposes 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.
  11. These terms can be modified unilaterally by Graphisoft from time to time.
  12. 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.
  13. Definitions:
    1. “Coupon Code” – issued by Graphisoft uniquely for each of Your Subscription purchase to be made in the Program. The Coupon Code enables the purchase of the Subscription(s), as defined by Graphisoft, in numbers equivalent to the number of perpetual licenses contained in the SSA/FW contract, You enter the Program with. The Coupon Code can be utilized only by You, as the party to the SSA/FW contract, and it cannot be assigned to a third party. The Coupon Code 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 Coupon Code to the Customer directly. If the purchase of the Subscription is via the Graphisoft Partner, Graphisoft provides the Coupon Code to that Partner.
    2. “Customer”, “Yourself”, “Your” or “You” - the company, person, or entity entering into this Forward Agreement with Graphisoft and each User accessing the Services and Benefits on behalf of Customer, all of whom are authorized to use the Services and Benefits solely for his/her/its own purposes and not for any further distribution or resale.
    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.
    4. “Software Support Services (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.
  14. This GTC is to be applied together with the other legal documents, such the relevant Graphisoft License Agreement (“EULA”) and the Graphisoft Privacy Policy.