PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE "I ACCEPT" BUTTON, YOU INDICATE YOUR ACCEPTANCE OF THE GRAPHISOFT SOFTWARE LICENSE AGREEMENT ("AGREEMENT") INCLUDING THE LIMITED WARRANTY, PERSONAL DATA HANDLING AND DISCLAIMERS FOR YOURSELF, YOUR EMPLOYER (IF ANY) AND ANY AUTHORIZED USERS WHETHER OR NOT EACH SUCH AUTHORIZED USER INDICATES THEIR INDIVIDUAL ACCEPTANCE.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, PROMPTLY DELETE ALL INSTALLER FILES AND ADHERE TO THE PROVISIONS OF THE TERMINATION SECTION HEREIN.
GRAPHISOFT SOFTWARE LICENSE AGREEMENT
Graphisoft SE Private European Company Limited by Shares, Záhony utca 7. Budapest H-1031 Hungary https://www.graphisoft.com ("Graphisoft") licenses this Project Audit Add-On to Archicad ("Add-On") to You, an individual or as the representative of and on behalf of Your employer (collectively referred to as "You") only upon the condition that You accept all of the terms contained in this Software License Agreement ("Agreement").
The Add-On is dedicated exclusively for the Graphisoft Partners who have a valid Partner Agreement with Graphisoft and for the employees of an entity belonging to the Graphisoft Group.
By accepting the terms of this Software License Agreement, You expressly declare and confirm that You have the full power and capacity to represent Yourself, Your employer and/or the entity on behalf of which You are acting (if any). Should this declaration prove to be false, You shall be responsible and liable in person for all obligations under the Agreement.
The Add-On is designated to Graphisoft's software product Archicad ("Software"). The Add-On is provided to You free of charge and exclusively for the purposes of enabling You to provide the Archicad Project Audit Service for Your clients. By using the Add-On You are authorized and enabled to analyze your clients designs and plans according to the features of the Archicad Project Audit service.
You are entitled to use the Add-On only if You already possess a valid license to the corresponding version of Software.
This Agreement constitutes a non-exclusive, non-transferable, non-sublicenseable, limited license for You to use the enclosed Add-On and associated documentation, together with the upgrades, updates, new versions and fixes provided to You by Graphisoft. The Add-On is licensed, not sold, to You exclusively for Your own use under the terms and conditions of this Agreement.
The Add-On is owned by Graphisoft and protected by all applicable copyright laws. To the maximum extent permitted by applicable laws, Graphisoft reserves all rights to the Add-On not expressly granted hereunder and to any reproduction of the Add-On including its documentation, logos, trademarks, icons and interface in whole or in part. If You copy or use all or any portion of the Add-On without entering into this Agreement or obtaining the prior written permission of Graphisoft or in non-compliance with any of the terms of this Agreement, You are violating copyright or other intellectual property law, and You may be liable to Graphisoft and its licensors in particular for damages, and You may be subject to criminal penalties.
2. INTERNET-BASED AND NON-INTERNET BASED SERVICE COMPONENTS
* The Software may contain components that enable and facilitate the use of certain Internet-based and non-Internet based services. You acknowledge and agree that Graphisoft may automatically check the operation mode, version of the Software and/or its components, its HARDWARE KEY serial number (if any), the SOFTWARE KEY serial number (if any), Trial or Educational serial number (if any) and the related services that You are utilizing in order to check that You are utilizing the Software according to its purpose, and may provide upgrades, fixes or additional services to the Software in order to advance lawful and improved operation thereof at Graphisoft's sole discretion. Graphisoft shall not be liable for any loss of data or malfunctioning of the Software occurring in connection with Graphisoft's conduct under this paragraph.
* The Software may contain technological measures that are designed to prevent and detect unlicensed use of the Software. Utilizing the Software, You will also install these technical protection measures (hereinafter the "TPM") used by Graphisoft or its foreigner suppliers to collect, transmit and use for law enforcement purposes technical data from Your computer (hereinafter the "Technical Data") in order to prevent and detect unlicensed use of the Software and enforce Graphisoft's intellectual property rights.
* You hereby expressly accept that Graphisoft or its assignee will use TPM to confirm that You have a legally licensed copy of the Software and that You use the Software according to the terms and conditions of this Agreement.
If Graphisoft finds that You are not using a licensed copy of the Add-On, or that Your use of the Add-On infringes the terms and conditions of this Agreement, this qualifies as material breach of this Agreement that gives Graphisoft the right to terminate this Agreement with immediate effect without notice and You shall be obliged to compensate Graphisoft for its damages and expenses occurring in connection with the unlawful usage and the breach of this Agreement, and Graphisoft shall be entitled to enforce other rights and claims under the governing laws in force, furthermore You will not be allowed to install future updates of the Add-On.
3. INFORMATION AND CONSENT TO USE OF PERSONAL DATA
* You expressly acknowledge that Your personal data processed under this Agreement will be processed, either manually or with the help of electronic or automated means, in such a way as to minimize, by means of suitable security measures, the risk of unauthorized access or disclosure of Your data. Your personal data will be processed during the term of this Agreement in relation to its purposes, also in order to prevent unlicensed use of the Software. For the above purposes Your personal data can be disclosed to third parties (service providers, consultants, collaborators, a list of which is available from within the Privacy Policy), either to other EEA or third countries, pursuant to the scope of this Agreement and any applicable law. In the event of any data transfers to third countries, Graphisoft always uses suitable safeguards (such as the standard contractual clauses adopted by the European Commission, the EU-US Privacy Shield and similar instruments) to ensure the adequate protection of personal data. Graphisoft reserves the right to disclose Your personal data to the competent legal authority if required to do so to enforce or defend its rights or legitimate interests before civil and criminal courts, regulatory bodies, or to execute an order of the competent judicial or regulatory authority. As End User of the Product, You have the right to access the personal data processed by Graphisoft, to obtain the updating or rectification of such data. You also have the right to obtain the erasure of any personal data if, for instance, such data have either been processed unlawfully or are no longer necessary for the purposes for which they were collected or otherwise processed. In certain cases, such as when the processing is unlawful and you oppose the erasure of your data, you have the right to obtain from Graphisoft the restriction of processing. You also have the right to receive the personal data concerning you, which you provided to Graphisoft, in a structured, commonly used and machine-readable format and have the right to transmit those data to another controller. If you consider that the processing of your personal data by Graphisoft infringed the GDPR, please contact us first at privacy@graphisoft.com ; Graphisoft SE Business Compliance Manager; Záhony utca 7. Budapest, H-1031 Hungary so we can remedy the issue. Of course, in such cases you also have the right to lodge a complaint with the Hungarian Data Protection and Freedom of Information Authority ( http://naih.hu/general-information.html ) or another data protection supervisory authority, in particular in the Member State of your habitual residence, place of work or place of the alleged infringement.
* If applicable, You ensure and warrant to us that Your employee has been duly informed of the collection, processing, transfer and usage of his/her personal information by Graphisoft as per the above, and shall indemnify and hold Graphisoft harmless from and against any related third party claims.
* The detailed rules regarding the various rights and obligations related to Graphisoft's data collection, use, transfer, handling, processing, including your subject access rights and rights to legal redress, are set forth in the Privacy Policy constituting an inseparable part of this Agreement available at https://www.graphisoft.com/info/legal/privacy_policy/privacy_int.html .
The license granted by this Agreement is subject to the License Parameters defined hereinafter:
* In order to be able to use the full functionality of the Add-On You need have the latest version of Archicad Goodies Add-on installed on your computer running the Add-On corresponding to the used Software version.
* It is not guaranteed that the calculations, generated data and other outputs of the Add-On are full and correct. Consequently it is Your responsibility to check the calculations, generated data and other outputs of the Add-On.
* The Add-On can be run on macOS and Windows.
* Updates to the Add-On shall be provided to You through the updates released to the Software.
* You may make one copy of the Software in machine-readable form as a back-up.
* You may only retain the Add-On if You are a Graphisoft Partner holding a valid Partner Agreement with Graphisoft or You are an employee of an entity belonging to the Graphisoft Group. If for whatever reason You are unable, or cease, to comply with these terms You must immediately terminate this Agreement as set out in the section TERMINATION.
* You may not sell, loan, distribute, cede, sublicense, rent or lease or otherwise transfer or assign the right to use the Add-On, nor transfer or provide access to it by network for commercial use, either in whole or in part without the prior written consent of Graphisoft.
* You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Add-On for any purpose whatsoever.
* You may not unlock or otherwise attempt to discover the source code or underlying algorithms of the Add-On or attempt to do any of the foregoing in relation to the object code of the Add-On.
* You may not use the Add-On for development, compilation, debugging and similar design-time purposes.
* You are expressly prohibited from adapting, modifying, translating or creating any derivative works based in whole or in part on the Add-On, and from merging the Add-On into any other software.
* You may not copy any written materials accompanying the Add-On.
* You are expressly prohibited from dividing Your Add-On and reselling part(s) of it.
* You may use all elements of the Add-On as integral components thereof exclusively for the purposes of performing the Add-On's functionalities set forth by Graphisoft.
* You are prohibited from circumventing or supplying a system in order to circumvent the TPM of the Add-On and using the Add-On in any other unauthorized manner.
In case of infringement of any provisions of this chapter, you expressly acknowledge that it constitutes material breach of this Agreement giving the right to Graphisoft to immediately terminate this Agreement, and Graphisoft will take the necessary measures in order that the infringement be terminated and to enforce your compliance with the above provisions. In addition, Graphisoft shall be entitled to enforce payment for its damages as well as other rights and claims under the governing laws in force resulting from your breach of this Agreement.
You hereby agree that - in addition to any other license compliance checking set forth in this Agreement or elsewhere - Graphisoft has the right to visit You at the premises where You use the Add-On upon 7 (seven) days prior written notice in order to check Your records, systems, facilities to verify that Your use of the Add-On is fully in line with the provisions of this Agreement and with the applicable rules of law. Graphisoft may also appoint a third party to exercise its audit rights. You hereby agree to fully cooperate with Graphisoft in order to successfully perform this verification among others by providing Graphisoft with all requested information and documents.
* This Agreement remains in effect until it is terminated.
* Upon termination, You must destroy the Add-On and all copies of it. Under no circumstances will Graphisoft be liable for any claims and/or damages.
* Graphisoft may terminate this Agreement with immediate effect without notice following breach of any part of the Agreement. The actual or attempted violation of any of the provisions of the LICENSE PARAMETERS or RESTRICTIONS, as set out above, shall be a material breach of this Agreement giving the right to Graphisoft to terminate this Agreement with immediate effect.
* Upon termination by Graphisoft You are obliged to compensate Graphisoft for its damages and expenses occurring in connection with the breach of this Agreement and Graphisoft shall be entitled to enforce other rights and claims under the governing laws in force.
* In case of termination for any reason, under no circumstances will Graphisoft be liable for reimbursing the price of the Add-On (if any) or for any other damages.
* The limited warranty period commences on the date when You first installed this version of the Add-On.
* You understand that the Add-On may have errors and may produce unexpected results. You agree that any use of the Add-On will be entirely at Your own risk. You agree to back up data and take other appropriate measures to protect Your programs and data. You agree not to allow any third party to use the Add-On on Your or other computer hardware and thereby You indemnify and hold Graphisoft harmless for any damages or claims arising from any use by a third party.
* THE ADD-ON IS PROVIDED "AS IS", WITHOUT ANY WARRANTY, EXPRESSED OR IMPLIED, AS TO ITS CONFORMITY TO OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE ADD-ON WILL PERFORM UNINTERRUPTED AND WITHOUT ERRORS. GRAPHISOFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, COMPLETENESS, NON-INFRINGEMENT OR PRECISION OF THE ADD-ON'S FUNCTIONS.
* No advice or information given by Graphisoft employees, its Partners, resellers, agents, or consultants shall constitute a warranty by Graphisoft or extend the warranty in this Agreement. This Agreement and the warranty provided herein may only be modified by a written amendment signed by a duly authorized executive officer of Graphisoft.
* In no event shall Graphisoft be liable for any loss or damages whatsoever, including but not limited to loss of data, damages for lost income, business interruption, loss of business information, or other special, incidental, consequential, exemplary, multiple, or indirect damages or other pecuniary loss, arising from the use or misuse of the Add-On, or otherwise under this Agreement, even if Graphisoft or its employees, resellers, or agents have been advised or should have known of the possibility of such damages. In no event will Graphisoft's aggregate liability for any breach of this Agreement, use of the Software or otherwise, exceed the amounts actually paid by You to Graphisoft for this copy of the Add-On, except as otherwise required by applicable statutory law.
* You accept and confirm that the price of the Add-On (if any) or the free of charge provision of the Add-On and the conditions of this Agreement advantageous to You hereof have been determined in consideration of the above provisions on limited warranty.
* You acknowledge that access to and use of the Add-On will require that You be given confidential trade secret information. Specifically, You agree that the characteristics, performance, and potential shipment date of the Add-On, the Add-On and any associated documentation, and this Agreement are all confidential information and constitute trade secrets of Graphisoft (hereinafter this information is referred to as "Confidential Information"). You acknowledge that this Agreement will obligate Graphisoft to make such Confidential Information available to the necessary extent to You.
* You acknowledge that any disclosure of Confidential Information to third persons could cause serious harm to Graphisoft and, as an essential term and condition of Your access and use of the Add-On, You agree not to disclose any Confidential Information to any person or organization until the earlier of (a) the date on which Graphisoft first makes this information publicly available, or (b) the date on which Graphisoft makes available to the general public the commercial version of this Add-On, or (c) twelve months after the date of accepting this Agreement by You ("Non-Disclosure Period"). During the Non-Disclosure Period, You agree not to disseminate, publish, or otherwise communicate any review, account, description or other information concerning the Add-On, except directly to Graphisoft or with the express prior written consent of Graphisoft.
* If You are an employee of a company, partnership or other trading entity, You agree to take all reasonable steps to ensure that the employees, officers, and other colleagues guard against and prevent disclosure of the Confidential Information and that You and they will act in accordance with the confidentiality provisions of this Agreement. You further agree that You will make information available only on a strictly "need-to-know" basis.
10. OWNERSHIP OF LOADED CONTENT, THIRD PARTY MATERIALS, SERVICES
* All title, ownership rights, and proprietary rights in and to the information and other content (e.g. commercial and 3rd party add-ons) loaded into the Add-On from any electronic media or Internet by operation of the Add-On (collectively, "Content") is the property of the applicable Content owner, including, without limitation, Supplier, its affiliates, and any Internet Content providers ("Content Providers"). This Agreement does not give You ownership or any other rights with respect to any such Content and Graphisoft does not undertake any liability for any such Content.
* You accept that the use of some Graphisoft products and some third party materials and services included in or accessed through the Add-On are subject to other terms and conditions found in separate license agreement(s) located at https://www.graphisoft.com/licenses , which You also accept by accepting the terms and conditions of this Agreement.
* You accept that the use of some Graphisoft and some third party materials, software and services accessed, used with the help of the Add-On, may be subject to other terms and conditions found in separate license agreement(s) not appearing at the link indicated above, for which Graphisoft does not assume any liability. Graphisoft also does not assume any liability for the co-operation of the Add-On with third party materials, software and services or for the operation and use of third party materials, software and services.
*Both You and Graphisoft shall comply with all economic, trade and financial sanctions laws, regulations, embargoes and/or restrictive measures administered ("Sanctions"), as well as all export and import control laws and regulations ("Trade Controls") enacted or enforced by the government of Hungary, the European Union and any other relevant country;
* You represent and covenant on a continuing basis that - if You are a legal entity - neither You nor Your subsidiaries, affiliates, parties which directly or indirectly own or control you, directors, employees nor Your authorized users are or will be designated on any applicable Sanctions and/or Trade Controls restricted parties list;
* Graphisoft represents and covenants on a continuing basis that neither it nor its subsidiaries, affiliates, employees, nor the parties which directly or indirectly own or control it are or will be designated on any applicable Sanctions and/or Trade Controls restricted parties list;
* Graphisoft Software is licensed on conditions that the license shall not be sub-licensed, transferred, released, exported, provided or used by You (i) for any purpose or any activity which is prohibited or restricted by Sanctions and/or Trade Controls and (ii) to any country or territory subject to jurisdiction wide Sanctions including without limitation at the date of this Agreement North Korea, Iran, Syria, Sudan, Cuba. User is solely liable for any Content in compliance with applicable Sanctions and/or Trade Controls.
* Each Party undertakes to immediately notify the other Party in writing if it receives any notice of, or becomes aware of, any violation of this section 11;
* Notwithstanding anything to the contrary, either Party shall have the right to (i) terminate this Agreement immediately if any of the provisions of this section 11 are breached and (ii) seek indemnities from the Party which has breached the relevant provisions for any direct losses incurred.
12. GENERAL AND CLOSING CONDITIONS
* Unless otherwise provided, the terms and conditions of this Agreement shall be applicable to the additional functionalities of the Add-On.
* This Agreement DOES NOT give You the right to any technical support for, or upgrades to, the Software which Graphisoft may offer from time to time. Graphisoft may, at its option and as part of its sales and marketing policy, make such technical support and upgrades available to registered users of the Software under terms to be determined from time to time by Graphisoft or its Partners.
* You accept that Graphisoft may unilaterally modify any term of this Agreement with or without notice to You. You agree that Graphisoft shall not be liable to you or anyone else for any negative effect deriving from such modifications. For the most recent version of EULA please visit http://www.graphisoft.com/legal webpage.
* This Agreement constitutes the full, complete agreement between You and Graphisoft concerning the Add-On and supersedes all prior agreements and understandings, either written or oral. Unless otherwise communicated to You by Graphisoft in writing, the conditions of this Agreement shall apply to the installation and use of additional functions of the Add-On and to the repair of the Add-On 's installation.
* If any part or provision of this Agreement is found to be contrary to law by a competent jurisdiction, that part or provision shall be enforced to the maximum extent allowed, and the remaining Agreement shall remain in full force and effect.
* The English version of this Agreement will be the governing version used when interpreting or construing this Agreement. Any translations thereof shall exclusively be provided for information purposes without any binding force and in no event shall Graphisoft be liable for any direct, indirect, incidental, special or consequential damages or damages whatsoever resulting from any incorrect, incomplete translations.
* This Agreement is governed by the laws of Hungary. Any disputes arising from this Agreement, including those disputes relating to the validity, interpretation or termination of the Agreement, shall be exclusively and finally settled by the Permanent Arbitrate Tribunal formed beside the Hungarian Chamber of Commerce and Industry, Budapest, in accordance with its own rules of procedure. The place of jurisdiction shall be in Budapest.
All inquiries regarding this Agreement should be directed to
Graphisoft SE Private European Company Limited by Shares
E-mail: mail@graphisoft.hu