United States site instead?BIMcloud EULA
Version 4: effective as of October 1, 2025
PLEASE READ THIS AGREEMENT CAREFULLY. BY PLACING YOUR ORDER FOR THE SUBSCRIPTION(S) CONTAINING THE SOFTWARE OR INSTALLING THE SOFTWARE, YOU, AS THE CUSTOMER OR THE REPRESENTATIVE OF THE CUSTOMER (DEFINED BELOW), DECLARE TO HAVE READ THE FOLLOWING GRAPHISOFT SOFTWARE LICENSE AGREEMENT ("AGREEMENT"), AND YOU INDICATE YOUR ACCEPTANCE OF, AND AGREEMENT TO, THIS AGREEMENT IN RELATION TO THE SOFTWARE ON BEHALF OF THE CUSTOMER AND ANY USERS, IF ANY, WHETHER OR NOT EACH SUCH USER INDICATES HIS/HER INDIVIDUAL ACCEPTANCE. YOUR ACCEPTANCE INCLUDES IN PARTICULAR THE LIMITED WARRANTY, INDEMNITY, PERSONAL DATA PROCESSING FOR YOURSELF AS CUSTOMER, 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 STOP USING THE SOFTWARE.
GRAPHISOFT SOFTWARE LICENSE AGREEMENT
PART A: GRAPHISOFT SOFTWARE LICENSE AGREEMENT
1. LICENSE
1.1. Graphisoft SE Private European Company Limited by Shares, Záhony utca 7. Budapest H-1031 Hungary https://graphisoft.com (" Graphisoft ") licenses the Software (defined below) to You, an individual or as the representative of and on behalf of Your employer (collectively referred to as " You " or " User ") only upon the condition that You accept all of the terms contained in this Agreement. By accepting the terms of this 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 this Agreement.
1.2. This Agreement constitutes a non-exclusive, non-transferable, non-sublicensable, limited license for You to use the Software according to the terms and conditions of this Agreement. The Software is licensed, not sold, to You exclusively for Your own use under the terms and conditions of this Agreement.
1.3. The Software means BIMcloud Basic, BIMcloud and BIMcloud Software as a Service (BIMcloud SaaS) software products, the associated documentation, together with the upgrades, updates, new versions, and fixes provided to You by Graphisoft.
1.4. The Software 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 Software not expressly granted hereunder and to any reproduction of the Software including its documentation, logos, trademarks, icons, and interface in whole or in part. If You copy or use all or any portion of the Software 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.
1.5. In order to use Your copy to the Software (irrespectively whether you have software key, hardware key or cloud license), You acknowledge that You are required to log in with Your valid Graphisoft ID at the start or regularly during the term of this Agreement, as required by Graphisoft. Graphisoft ID is to be obtained from Graphisoft at https://graphisoftid.graphisoft.com.
1.6. YOU ARE ENTITLED TO USE THE BIMCLOUD MODE ONLY IF YOU HAVE LAWFULLY ACQUIRED THE LICENSE(S) TO AND INSTALLED THE SOFTWARE, PURCHASED AND CONNECTED THE HARDWARE-BASED PROTECTION KEY (HARDWARE KEY) OR INSTALLED THE SOFTWARE-BASED PROTECTION KEY (SOFTWARE KEY) TO YOUR COMPUTER.
1.7. IF YOU LACK ALL THE PROPER AUTHORIZATIONS (FOR EXAMPLE HARDWARE KEY, SOFTWARE KEY) FOR THE USAGE OF THE SOFTWARE, YOU MAY USE THE SOFTWARE ONLY IN BIMCLOUD BASIC MODE.
1.8. YOU ARE ENTITLED TO USE BIMCLOUD SOFTWARE AS A SERVICE IF YOU PURCHASED A SUBSCRIPTION CONTAINING THE SOFTWARE. IN CASE BIMCLOUD SOFTWARE AS A SERVICE, THE SERVER RUNNING THE SOFTWARE IS HOSTED BY GRAPHISOFT.
2. INTERNET-BASED AND NON-INTERNET BASED SERVICE COMPONENTS
Your access to the features and functionalities of the Software depends on the role that was assigned to You by Your BIMcloud administrator.
2.1. GENERAL PROVISIONS - APPLICABLE TO BIMCLOUD MODE AND BIMCLOUD BASIC MODE OF THE SOFTWARE:
2.1.1. The Software may contain technological measures that are designed to prevent and detect unlicensed use of the Software (hereinafter the "TPM") used by Graphisoft or its 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.
2.1.2. 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.
2.1.3. If Graphisoft finds that You are not using a licensed copy of the Software, or that Your use of the Software 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 Software.
2.2. SPECIAL PROVISIONS RELEVANT TO BIMCLOUD MODE OF THE SOFTWARE:
2.2.1. 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) 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.
2.2.2. You acknowledge that Graphisoft shall from time to time, for different reasons (e.g., reported to be stolen, destroyed, or replaced), check whether the Hardware or Software key running Your copy of the Software is valid for commercial usage.
2.2.3. You acknowledge and accept that the use of blacklisted Software or Hardware keys and of grey-listed Software keys and the use of the license(s) running on them are prohibited. Graphisoft has the right to revoke/invalidate the license running on the blacklisted Software or Hardware key and on the grey-listed Software key. Graphisoft is also entitled to delete all contents from the blacklisted Software or Hardware key and grey-listed Software key. Your right to use the license that has run on blacklisted Software or Hardware key or on grey-listed Software key automatically terminates when the key is registered as blacklisted or grey-listed by Graphisoft. Graphisoft notifies You without undue delay on the deletion of the license from the Software or Hardware key.
2.2.4. Blacklisted Software or Hardware key means a protection key that is prohibited to be used for any purposes. Graphisoft registers protection keys with blacklisted status in Graphisoft's systems based on a notification made to Graphisoft that a protection key was refunded, stolen, destroyed, damaged, or lost. If You are a blacklisted key owner and wish to have more information, please contact your Graphisoft Partner or third-party from whom you purchased Your license and protection key(s).
2.2.5. Grey-listed software key means a protection key, where the license running on it is activated on Your computer but in Graphisoft's system, the license is still listed as available for activation, due to system communication issues occurring at the license activation process.
3. INFORMATION AND CONSENT TO USE OF PERSONAL DATA
Pursuant to the applicable law in force concerning the protection of personal data, by entering into this Agreement You accept that Your personal data (including those Technical Data collected and used by the TPM system) will be collected and processed by Graphisoft for the purposes related to the conclusion and performance of this Agreement, including the fulfillment of Your obligations, such as those related to Graphisoft's intellectual property rights.
In line with the above, in particular, the following data processing take place related to this Agreement under the respective terms and conditions:
3.1. Software status checking if You are a natural person
3.1.1. The Software collects and sends to Graphisoft certain data of the Software, such as the localization and operation mode of the Software.
3.1.2. Purpose of the data processing: to identify available compatible Software updates to the Software.
3.1.3. Legal base of the data processing: processing is necessary for the performance of a contract to which the data subject is party (point b. of Article 6(1) GDPR). If You are an entity, then no personal data is collected.
3.1.4. Duration of the data processing: the term of Your license or within 3 (three) years following the end of the last term of the BIMcloud license or the last use of BIMcloud Basic.
3.2.1. BIMcloud processes the following data: Graphisoft ID of person activating BIMcloud, operational system data (such as OS name, build, architecture, platform), BIMcloud Server ID generated at installation, time of activation, BIMcloud version, time of data collection, number of BIMcloud users, number of BIMcloud Projects, number of BIMcloud Libraries, number of LDAP connections, time of last server activity, number of licenses, Hardware key's serial number, permission mode.
3.2.2. Purpose of data processing: improvement of the software and providing information on relevant functionalities and services.
3.2.3. Legal base of data processing: the legitimate interest of Graphisoft under point f. of Article 6(1) GDPR.
3.2.4. Duration of the data processing: Graphisoft deletes all data within 3 (three) years following the end of the last term of the BIMcloud license or the last use of BIMcloud Basic.
3.3.1. To use BIMcloud SaaS, at least one Graphisoft ID has to be registered (registered administrator) with which additional users can be created (registered user). Personal data needs to be processed when creating Graphisoft ID on the legal base of performance of the contract.
3.3.2. The BIMcloud SaaS collects and stores the following data of Your registered users: username, first name, last name, email address, photograph. All Archicad project files uploaded by Your registered user, together with any and all personal and non-personal information available in the uploaded files will be shared with all of Your other registered users. You are fully liable for all content, sharing, transparent communication of the data processing activities and any authorizations granted to Your registered users. Graphisoft is only the data processor, and You are the data controller to all this data.
3.3.3. The virtual servers running BIMcloud SaaS are activated on Google Cloud and operated by Google. The domain name services are provided by Amazon. The physical servers are located worldwide, for example within the European Union and also in the United States.
3.3.4. The collected information and the content uploaded by You, Your registered administrator and all of Your other registered users when using the BIMcloud SaaS, are stored at servers used by Graphisoft located within the European Union and in the United States and also in Google Cloud as described above. Graphisoft makes its best efforts to store the data linked to the You at server(s) located in the country identified during the purchase of the license based on the Partner code or the country indicated in Your billing address. The aim of the selection is to provide the service to You at the highest speed possible.
3.3.5. When BIMcloud SaaS terminates for any reason, Graphisoft deletes all data from the servers used within 1 (one) month, while data stored on Google Cloud are deleted within 2 (two) months after the termination.
3.3.6. The detailed rules on data processing related to BIMcloud Saas are contained in the relevant Data Processing Agreement available at https://graphisoft.com/legal.
3.4.1. The Service collects data on the time, frequency of use of each BIMx Web Software function; hardware, software, product information and some personal identification data (e.g., Google Analytics App-instance ID, City and Country of user) and sends it to Graphisoft.
3.4.2. The report is pseudonymous; Graphisoft has no interest in knowing who exactly provided the data, but only connects the data coming from the same user to make statistically correct conclusions about Software usage.
3.4.3. Purpose of the data processing: collect feedback and assess on how the Service is used, its functionalities, new features, and potential malfunctions in order to improve the Service and attempt devising solutions to commonly occurring problems.
3.4.4. Data collection runs automatically in the background. You can object to the data processing by emailing to [email protected], however due to the fact that the data collected is pseudonymous, in order to complete Your request, You have to provide Your identification to Graphisoft for Graphisoft to be able to identify You. Legal base of the data processing: the legitimate interest of Graphisoft under point f. of Article 6(1) GDPR, which is to improve the Service according to user needs, increasing user satisfaction and consequently the number of users.
3.4.5. Duration of the data processing: as long as Graphisoft provides technical support for the Service, but maximum for 5 (five) years from the date of data collection.
4. LICENSE PARAMETERS
The license granted by this Agreement is subject to the License Parameters defined hereinafter:
BIMcloud offers both free and paid features: the collection of free features is called BIMcloud Basic, the paid versions are called BIMcloud or BIMcloud Software as a Service (SaaS).
4.1. BIMcloud Basic - Free License
4.1.1. BIMcloud Basic requires a one-time activation of the installed BIMcloud Manager using one of Your valid Graphisoft ID.
4.1.2. The Software enables You to install the following software product together:
4.1.3. Special Conditions: BIMcloud Basic's usage is limited to local area networks (LAN / VPN). Using BIMcloud Basic over wide area networks (WAN / Internet) is strictly forbidden. BIMcloud Basic can be installed on on-premises hardware only. BIMcloud Basic is not allowed to be installed on / operated from cloud based virtual computers.
4.1.4. The above-mentioned two components must be installed on the same computer.
4.1.5. BIMcloud Basic can work with a single Archicad version only, which must be selected during the configuration process and cannot be changed later.
4.1.6. If you wish to work with more than one Archicad version, then multiple instances of BIMcloud Basics have to be installed on the same (or different) computer(s).
4.1.7. The Software will allow you to use only the free features provided with BIMcloud Basic.
4.1.8. Graphisoft reserves the right to modify BIMcloud Basic's free feature set, including adding new features or removing features which were previously free.
4.1.9. You may connect an unlimited number of client applications at any time to a BIMcloud Basic.
4.1.10. BIMcloud Basic can be upgraded to a paid BIMcloud to enable all the free and paid features, refer to Section 4.2 hereinafter.
The Software consists of several computer programs downloadable from a website, Hardware key(s) or Software key (both to be purchased separately) and accompanying documentation.
The Software enables You to install the following software products:
4.2.1.1. In order to be able to connect with a client application (e.g., Archicad, BIMx or the user interface of the browser-based BIMcloud Manager) to BIMcloud and access the data stored on the BIMcloud Servers, You must have a valid BIMcloud User License. You must purchase as many BIMcloud User Licenses that are equal in numbers to the concurrent Client-BIMcloud connections You want.
4.2.1.2. As stated, the Software is owned by Graphisoft and all rights to access the data stored, shared or managed by the Software represent the undivided intellectual property of Graphisoft. Therefore, client access is licensed and protected by all applicable copyright laws as BIMcloud User License, and it is an integral part of this Agreement. To the maximum extent permitted by applicable laws, Graphisoft reserves all rights to license the data access rights under the name of BIMcloud User License not expressly granted hereunder and to any reproduction, manipulation of the Software or data access including its documentation, logos, trademarks, icons and interface in whole or in part.
4.2.1.3. The BIMcloud User License is a subscription license with 1 (one) year validity term. BIMcloud User Licenses will automatically expire at the end of their 1-year terms unless You expressly renew them. This renewal is essential in order to continue to access BIMcloud from client applications.
4.2.1.4. Accessing data on BIMcloud by multiple devices simultaneously (e.g.: computer, tablet (mobile device) or smart phone (mobile device)) by a single user requires only one BIMcloud User License per user.
4.2.1.5. Except for BIMcloud SaaS, BIMcloud provides a built-in emergency BIMcloud User License, when the subscription licenses with 1-year term expire or the authorization key becomes not accessible. This license can be used for backup purposes only and shall not be used for production.
4.2.1.6. You expressly agree that BIMcloud User Licenses shall only be assigned to real individuals. Under no circumstances shall several individuals share the same BIMcloud User License to simultaneously access and author data on the BIMcloud.
4.2.1.7. You may install the BIMcloud Manager on a single computer to administer the BIMcloud Server(s) locally or remotely.
4.2.1.8. You may connect an unlimited number of BIMcloud Servers to the BIMcloud Manager.
4.2.1.9. You may connect a limited number of Clients (equivalent to the number of valid BIMcloud User Licenses you purchased) at any time to a BIMcloud.
4.2.1.10. You may make backup copies of BIMcloud Manager in machine-readable form.
4.2.2.1. You may install the BIMcloud Server in unlimited instances.
4.2.2.2. You may make backup copies of each BIMcloud Server(s) in machine-readable form.
4.2.3.1. You may install the BIMcloud Delta Cache in unlimited instances.
4.2.3.2. You may make backup copies of the BIMcloud Delta Cache in machine-readable form.
4.3. BIMcloud Software as a Service (SaaS)
4.3.1. To use BIMcloud SaaS, You have to get at least one Graphisoft ID registered.
4.3.2. You can purchase BIMcloud SaaS in Graphisoft’s web shop(s) only, in the form of one of the cloud license based subscriptions containing the Software of BIMcloud SaaS.
4.3.3. With the involvement of third-party subcontractors Graphisoft operates and maintains the infrastructure on which BIMcloud SaaS is hosted, installs the necessary components and keeps them updated.
4.3.4. BIMcloud SaaS has its own distinctive features, which are not compatible with that of either BIMcloud or BIMcloud Basic. Consequently, no update or upgrade from BIMcloud/BIMcloud Basic to BIMcloud SaaS or vice versa is technically possible.
4.3.5. Graphisoft reserves its right to do maintenance related to the service(s) to the extent of maximum 1 (one) hour per day at designated times, varying according to the time zone of your billing address.
5. RESTRICTIONS
5.1. GENERAL PROVISIONS - APPLICABLE TO BIMCLOUD MODE AND BIMCLOUD BASIC MODE OF THE SOFTWARE:
5.1.1. You shall not sell, loan, distribute, cede, sublicense, rent or lease or otherwise transfer or assign the right to use the Software, 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.
5.1.2. You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Software for any purpose whatsoever.
5.1.3. You shall not unlock or otherwise attempt to discover the source code or underlying algorithms of the Software or attempt to do any of the foregoing in relation to the object code of the Software.
5.1.4. You shall not use the Software for development, compilation, debugging and similar design-time purposes.
5.1.5. You are expressly prohibited from adapting, modifying, translating or creating any derivative works based in whole or in part on the Software, and from merging the Software into any other software.
5.1.6. You shall not copy any written materials accompanying the Software.
5.1.7. You are expressly prohibited from dividing Your License and reselling part(s) of it.
5.1.8. You shall use all elements of the Software as integral components thereof exclusively for the purposes of performing the Software's functionalities set forth by Graphisoft.
5.1.9. Unless You have a separate Service Provider Agreement in force, You are expressly prohibited from providing 'Software as a Service' or 'Platform as a Service' (e.g.: 'BIMcloud as a Service' in case of BIMcloud Manager, BIMcloud Server or BIMcloud Delta Cache products and 'Archicad as a Service') for third parties or other similar services which involve the reassignment of our Software licenses to third parties e.g.: remarketing, reselling services or cloud services.
5.1.10. You are prohibited from circumventing or supplying a system in order to circumvent the TPM of the Software and using the Software in any other unauthorized manner.
5.1.11. 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.
5.2. SPECIAL PROVISIONS RELEVANT TO BIMCLOUD MODE OF THE SOFTWARE:
In case of a BIMcloud license was resold in compliance with Section 5.1. above, You i.e., the purchaser of the resold license, must re-register the resold license with Graphisoft's appointed local Partner, and pay the applicable fees.
6. TERMINATION
6.1. This Agreement remains in effect until it is terminated.
6.2. Graphisoft may terminate this Agreement with immediate effect without notice, following Your 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.
6.3. 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.
6.4. Your license to the Software terminates if Graphisoft, at any time and for any reason, including addressing competitive demands, encountering technical issues or changes in third party technologies involved, responding to a government regulation, order or law, or to advance innovation in its offerings, terminates, in whole or in part, the Software or ceases to provide the services necessary to the activation and operation of the license ("End-of-Life"). On the designated date for a product End-of-Life, Graphisoft will no longer provide: (i) Technical Support; (ii) Updates; and/or (iii) support services ("End-of-Life"). For any Software subject to an End-of-Life designation, Graphisoft will post relevant dates on its website at least 90 (ninety) days prior to the End-of-Life effective date and will use commercially reasonable efforts to assist You in such transition.
6.5. In case of termination for any reason, under no circumstances will Graphisoft be liable for reimbursing the price of the Software (if any) or for any compensation of other damages.
6.6. Upon termination, You must stop using the Software immediately. You must uninstall the software key with the license programming application.
7. LIMITED WARRANTY
7.1.1. No advice or information given by Graphisoft employees, its Partners 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.
7.1.2. 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 Software, or otherwise under this Agreement, even if Graphisoft or its employees or Partners 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 Software, except as otherwise required by applicable statutory law.
7.1.3. You accept and confirm that the price of the Software (if any) or the free of charge provision of the Software and the conditions of this Agreement advantageous to You hereof have been determined in consideration of the above provisions on limited warranty.
7.2. SPECIAL PROVISIONS RELEVANT TO BIMCLOUD MODE OF THE SOFTWARE:
7.2.1. Graphisoft warrants that - if You receive a Hardware key to the Software - the Hardware key will be free of defects for a period of 1 (one) year from the original date of the Software's first sale by Graphisoft or a Graphisoft Partner as indicated on the purchase receipt.
7.2.2. This limited warranty is void if the failure of the Hardware key in any way resulted from accident, negligence, misuse, abuse, theft, loss, or misapplication.
7.2.3. The limited warranty period commences on the date that the Software was first purchased from Graphisoft or a Graphisoft Partner (i.e., the warranty period shall not restart in case of resale, upgrade, update, etc. of the Software).
7.2.4. If, within the warranty period, Your Hardware key proves defective, Graphisoft's entire liability and Your exclusive remedy shall be, at Graphisoft's option, to:
- replace the defective Hardware key free of charge provided that they are returned to Graphisoft along with a proof of purchase, or
- refund the price paid for the Hardware key. Any replacement Hardware key will be warranted for 90 (ninety) days from the date that the replacement was shipped to You. You are entitled to the refund of the price you paid for the Hardware key exclusively from the seller from whom You purchased the software.
7.2.5. You expressly accept that - to the maximum extent permitted by the applicable rules of law - Graphisoft excludes any warranty related to the Software key. If Your software key is destroyed or damaged for any reason, You must re-purchase the software key under the current conditions.
7.2.6. EXCEPT FOR THE LIMITED WARRANTIES ON THE HARDWARE KEY, THE SOFTWARE IS SOLD "AS IS", WITHOUT ANY WARRANTY, EXPRESSED OR IMPLIED, AS TO ITS CONFORMITY TO OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL PERFORM UNINTERRUPTED AND WITHOUT ERRORS. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE RULES OF LAW, 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 SOFTWARE'S FUNCTIONS OR COOPERATION WITH ANY OTHER SOFTWARE/HARDWARE DEVICE.
8. OWNERSHIP OF LOADED CONTENT, THIRD-PARTY MATERIALS, SERVICES
8.1. All title, ownership rights, and proprietary rights in and to the information and other content (e.g., commercial and third-party add-ons) loaded into the Software from any electronic media or Internet by operation of the Software (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.
8.2. You accept that the use of some Graphisoft products and some third-party materials and services included in or accessed through the Software are subject to other terms and conditions found in separate Agreement(s) located at https://graphisoft.com/licenses, which You also accept by accepting the terms and conditions of this Agreement.
8.3. You accept that the use of some Graphisoft and some third-party materials, software and services accessed, used with the help of the Software, may be subject to other terms and conditions found in separate 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 Software with third-party materials, software and services or for the operation and use of third-party materials, software and services.
9. SPECIAL PROVISIONS RELEVANT TO THE SOFTWARE IN SUBJECT OF SOFTWARE SUPPORT OR FORWARD PURCHASE AGREEMENT
9.1. In case you have concluded a Software Support Agreement ("SSA") or a Forward-related Purchase/Service Agreement ("Forward") concerning this Software with one of the Graphisoft Partners ("Service Provider"), on termination or expiration of the Partner Agreement between Graphisoft and the Graphisoft Partner, You explicitly acknowledge and agree to the transfer of the SSA and/or Forward by the Graphisoft Partner to Graphisoft or a third-party appointed by Graphisoft. The details of the transfer will be communicated to you in a transfer notice by Graphisoft or the Graphisoft Partner. You also explicitly acknowledge and agree that notwithstanding the terms and conditions of the SSA and/or the Forward, Graphisoft or the third-party appointed by Graphisoft shall be entitled to unilaterally amend either the scope of services provided under the SSA and/or the Forward, or any other material term thereof.
9.2. You acknowledge and agree that Your Service Provider provides Graphisoft with Your SSA or Forward status so that You are fully informed of Your eligibility for add-ons available exclusively to Customers having a valid SSA or Forward status ("SSA and Forward Add-Ons"). You agree that Your rights and obligations in relation to the SSA and Forward Add-Ons may be governed by separate terms of use that you are responsible to comply with. Please contact Your Service Provider for the relevant additional terms.
PART B: SPECIAL PROVISIONS RELEVANT TO SUBSCRIPTION LICENSE
In case you have purchased a subscription license, the specific terms and conditions thereof are set out in the Terms of Service ("TOS") made available to You by the Graphisoft Partner from whom you purchase, or in case of purchasing directly from Graphisoft made available to you during your purchase on Graphisoft Store (https://shop.graphisoft.com) or Graphisoft Legacy Store (https://store.graphisoft.com, collectively called "Graphisoft Store". The terms and conditions applicable to your Subscription(s) herein below constitute an inseparable part of this Agreement. In case of any discrepancies between the provisions hereinafter and the TOS applicable to Your Subscription, the provisions of the TOS shall prevail.
1. DEFINITIONS FOR THE PURPOSES OF THIS PART B
For the purposes of this Section, the following terms shall bear the meaning defined herein below:
1.1. "Administrator" means the role automatically generated for Customer either during the process of purchasing Subscription at the first time or during the creation of the Graphisoft ID Company as part of another process in Graphisoft's systems if it happened earlier than the first purchase of Subscription. The Administrator is responsible for inviting to or disconnecting Members from the Graphisoft ID Company. The Administrator manages Members' access to license(s) of the Software on the License Management Portal, thus he/she has access to all licenses assigned to Members. In the case of BIMcloud Subscription the Administrator sets and manages the permission(s) of the Members within Customer's BIMcloud Tenant. The Administrator role can be transferred to another Member.
1.2. "Affiliate" means any person, corporation or other entity or association which, directly or indirectly: (i) controls, is under common control with or is controlled by Graphisoft or (ii) in which equity or voting interests are owned, directly or indirectly, legally, or beneficially, by Graphisoft or its affiliates as defined in (i) above.
1.3. "Billing Cycle" means the frequency defining how often and when Customer is billed. Periods will be monthly, annual or multiple annual depending on the Subscription Term purchased.
1.4. "BIMcloud Tenant" means one instance of BIMcloud, dedicated to a specific Customer.
1.5. "Business Day" means a day that is not a public/bank holiday at Graphisoft's place of registration.
1.6. "CET" means Central European Time.
1.7. "Charge Period" means the period of 5 (five) calendar days, starting on the next calendar day following the last calendar day (CET) of the Subscription Term or Billing Cycle, if the Renewal is not cancelled priorly.
1.8. "Cloud License" means the software licensing model, used for the Subscription(s), that grants Users the right to access and use the Software or Service without requiring a local license (e.g., a software or hardware key attached to the device). An Internet connection is regularly required to operate a cloud license. This means that Users can continue to use the licensed Software even when they are not connected to the Internet, although this offline use is subject to a predefined time limit as specified in Section 5.2. hereinafter. The licensing mechanism periodically checks the User's entitlement to access the Software and ensures that the terms and conditions specified in the relevant license agreements are met. This periodic validation serves two main purposes: first, it allows Graphisoft to ensure that the User's Subscription(s) or Software license(s) is(are) active and up-to-date, and second, it allows Graphisoft to monitor and control the use of the Software to prevent unauthorized access or misuse.
1.9. "Content" means any and all information and data uploaded, downloaded, made available or shared, via or related to any of the Software, by the Customer, its Members or Graphisoft, including but not limited to Software project files, backups, Member accounts and settings in the Software.
1.10. "Contract Manager" means the role automatically generated for the Customer during the process of the first purchase, who has all the rights to represent and act on behalf of the Customer with respect of any and all matters related to the Subscription, for example accepting the relevant TOS and/or other terms and conditions, managing the purchased Subscription(s) on the Graphisoft Store (in particular, but not limited to the actions related to purchase, cancellation, termination, modifying data related to Customer's particulars, setting up certain Software, managing Members' access to license(s) of Software forming part of the Subscription on the License Management Portal, etc.).
1.11. "Customer" or "You" means the person or entity purchasing a Subscription via the Graphisoft Store and each Member - upon the required authentication - accessing the Subscription on behalf of that person or entity, all of whom are authorized by Graphisoft to use the Subscription solely for his/her/its own purposes and not for any further distribution or resale. For clarities sake, Customer includes any third parties, engaged by Customer, purchasing, and accessing the Subscription on behalf of the person or entity named as Customer (such as for example the Graphisoft Partner engaged by the customer for the purposes of carrying out the purchase on the Graphisoft Store).
1.12. "Graphisoft ID Company" means the Customer's account in the Graphisoft ID system. The Graphisoft ID Company settings are an extension of the Graphisoft ID settings of individual Users/Members who belong to the Customer. Each Customer needs and may use only one Graphisoft ID Company for purchasing and managing Subscription(s) on the Graphisoft Store.
1.13. "License Management Portal" means the portal that manages the following tasks according to the Member's rights: checking license status, license assignment to an individual Member and license revocation from a Member and releasing license from a device remotely.
1.14. "Member" means the User who has a valid Graphisoft ID and is linked to a Graphisoft ID Company.
1.15. "Normal Business Hours" means 9 am to 5 pm (CET) on Business Days.
1.16. Order" means the binding purchase request made by the Customer on Graphisoft Store or by the Partner on Graphisoft's ordering system, with the purpose of purchasing one or more Subscriptions. The Order consists of all the Subscriptions purchased in the scope of the same purchase process, the Customer's payment information, and the applicable terms and conditions are to be read and accepted. The Order is not binding on Graphisoft.
1.17. "Prices" mean the amounts payable by the Customer in consideration of the purchasing of the Subscription(s). Prices contain all payables, expenses, costs, etc. to be borne by the Customer.
1.18. "Reactivation Period" means the 15 (fifteen) days' time period, starting at 00:01 hour (CET) on the next day following the end of the Subscription Term, which may be also the first day of the Charge Period, provided the subject Subscription is Customer's last active Subscription that consists of the relevant Software with Content Storage functionality. It is applicable only for the BIMcloud Subscription or any other type of Subscription consisting of Software with Content Storage functionality.
1.19. "Renewal" means the automatic or manual extension of a Subscription for subsequent time periods equivalent to the Subscription Term unless terminated in accordance with Section 11.
1.20. "Service(s)" means the services related to the Software, provided as part of the Subscription(s), for example support, maintenance, etc., as determined by Graphisoft at https://graphisoft.com/legal/terms-of-use/services-and-benefits-of-subscription from time to time.
1.21. "Software" means the latest version of the software products licensed by Graphisoft, forming part of the Subscription(s), as defined in the description of the Subscription(s) during the purchase process. The Software also consists of Customer's eligibility to upgrade/update to the next version(s) made available by Graphisoft during the Subscription Term.
1.22. "Subscription(s)" means the license subscription plan consisting of Software and Service(s) sold to Customer by Graphisoft via the Graphisoft Store with fixed Subscription Term(s), being available during the purchase process. A Subscription can contain one or more named or floating user licenses of the Software.
1.23. "Subscription Term" means the fixed time period for which the Subscription is available for the Customer's use and utilization.
1.24. "User" means a person who is eligible to use the Graphisoft Store or other Graphisoft systems.
2. SUBJECT OF THESE TERMS
2.1. Graphisoft makes the Subscription(s), including all information and Content available to the Customer subject to the terms and conditions set forth in the relevant TOS and other legal documents set forth in Section 2.3. hereinafter. By purchasing the Subscription(s) or using the Subscription(s) in any way (at the first time or at each Renewal), with or without registration, including but not limited to accessing the Graphisoft Store, uploading, sharing and downloading Content in the Subscription(s) or any other activity involving any component of the Subscription(s), You acknowledge and accept these terms and conditions as a binding agreement between You, Your Members and Users and Graphisoft concerning the use of the Subscription(s).
2.2. By accepting this Agreement, You confirm that You have authority to bind any business on Your own behalf or on whose behalf You purchase the Subscription(s). If You do not accept the terms of this Agreement, You cannot purchase and use any Subscription.
2.3. These terms and conditions are to be applied together with other legal documents such as Graphisoft's Privacy Policy, the Software-specific Graphisoft License Agreements (EULA) and Policies providing detailed rules on the elements of the Subscription(s) published at https://graphisoft.com/legal/.
2.4. Customer acknowledges that (i) Graphisoft may unilaterally modify these terms and conditions, the Policies and Graphisoft's Privacy Policy, (ii) the Graphisoft Partner may unilaterally modify its Privacy Policy and its Terms of Sale and (iii) all other legal documents governing the purchase and use of the Subscription(s) may be unilaterally modified at any time without notice to You. You are responsible for regularly reviewing the aforementioned terms and conditions and legal documents. Continued use of the Subscription following any such changes shall constitute the Customer's acceptance thereof.
2.5. Graphisoft provides the Customer with, subject to timely and full performance of payment obligations related to the purchased Subscription(s), the non-exclusive right to use the Subscription(s) during the relevant Subscription Term(s) in accordance with these terms and conditions. The Customer expressly agrees that Graphisoft shall not be liable for any unavailability or malfunctioning of the Graphisoft Store and in particular for any delay in processing Orders. Furthermore, Graphisoft hereby informs the Customer that the usage and licensing of the Subscription(s) are not available if the Customer is based in a country where Graphisoft is not entitled to resell via the internet or due to International Law sanctions.
2.6. Customer warrants that all data (such as, in particular but not limited to, real name, address, e-mail address) provided by Customer during the purchase process or elsewhere, for example for Graphisoft ID, are true and accurate. Customer represents and warrants that Customer has full capacity to form a binding contract and Customer is not barred from receiving services.
3. SUBSCRIPTION TERM
3.1. The available Subscription Term(s) are made available by the Graphisoft Partner or are enlisted on Graphisoft Store during the purchase process. The first day of the Subscription Term is the calendar day, when - upon payment of the respective Price(s) - the fulfillment of the Order is confirmed to the Customer by Graphisoft or the Partner, irrespective whether that day is a full or a partial day.
3.2. In the case of a monthly Subscription the end of the Subscription Term is 24:00 hours (CET) of the calendar day preceding the equally numbered date of each calendar month that corresponds with the Order, except in the case when the equally numbered date does not exist in that month, then the last calendar date of the relevant calendar month minus one day will be the end date. For the sake of clarity, the aforementioned rule is demonstrated via the following examples, where continuous Renewal is assumed:
3.3. In the case of 1-year, 2-year and 3-year Subscription Terms the end of the Subscription Term is 24:00 hours (CET) of the calendar day preceding the equally numbered day of the calendar month of each relevant calendar year that corresponds with the Order, except in the case of a leap year, when the equally numbered date does not exist in that year and the last calendar date of the relevant month minus one day will be the end date. For the sake of clarity, the aforementioned rule is demonstrated via the following examples, where continuous Renewal of the Subscription is assumed:
3.4. The Subscription Term(s) of additional Subscription(s) purchased during the Subscription Term of an active Subscription will run in parallel until the end of their respective Subscription Terms, thus the ends of the various Subscription Terms will not be aligned.
3.5. The Subscription Term of each Subscription is selected during the purchase process on Graphisoft Store or at the Graphisoft Partner. Automatic Renewal of each Subscription is subject to the timely payment of the Price(s).
3.6. Upon Customer's selection of automatic conversion of its Trial Subscription(s) to paid Subscription(s) during the purchase process, the Trial Subscription(s) will be automatically converted to paid Subscription(s) with the Subscription Term as defined in the relevant TOS.
3.7. The Customer accepts that any additional Subscription(s) purchased by the Customer shall be governed by this Agreement, without the requirement for further express acceptance thereof.
4. USE OF THE SUBSCRIPTION
4.1. Graphisoft hereby grants the Customer a non-exclusive, non-transferable and limited right to use the Subscription and access the Content that is not owned by the Customer (for example Graphisoft's Content) solely for the purposes of using the Subscription in accordance with these terms and conditions and the relevant TOS and additional terms applicable to such Content, if any, for Customer's business or personal use only.
4.2. The intended exclusive purpose (fair use) of the Subscription is Architecture, Engineering, Construction and Operation (AECO) industry workflows on project files. Graphisoft may set forth other specifications with regards to the fair use of the Subscription(s) (for example the maximum uploaded (stored) Gb/license) that shall be complied with by the Customer. The use of the Subscription(s) for any other purposes than the intended purpose, and/or non-compliance with the specifications set forth by Graphisoft, shall constitute a breach of these terms and conditions and the relevant TOS by You, in which case Graphisoft has the right to terminate Your Subscription, remove any Content, and cancel the User/Member Accounts without prior written notification or - in Graphisoft's discretion - may offer an individual Service level and pricing to the Customer to accommodate different usage requirements.
4.3. You acknowledge that Graphisoft is entitled to either remove any Content You upload to Your Subscription without notification or without Your prior approval in the following cases: (i) the Content is unlawful or harms public order; or (ii) the Content hinders the provision of the Subscription(s). In such case, to the extent permitted by applicable law, Graphisoft shall have no responsibility of any kind and You are not entitled to any indemnification. Graphisoft shall have no responsibility of any kind, and You are not entitled to any indemnification, for and in connection with any infringing use, unlawful use, Content, or comment published to Your Subscription(s).
4.4. You accept that Graphisoft, as part of the development of the Subscription(s) and otherwise, shall have the right, in their sole discretion, and at any time
4.4.2. to add new third-party software components, or
4.4.3. to modify or discontinue certain feature(s) of the Subscription(s). Your continuous use of the Subscription qualifies as acceptance of such modifications.
4.5. Customer is solely responsible to ensure having adequate internet connection, hardware, and software infrastructure necessary for the proper operation of the Subscription(s). You also accept that Graphisoft is not able to guarantee that the Subscription(s) is(are) available and operating uninterrupted at any and all geographical locations and jurisdictions due to technical and legal reasons, as also set forth in Section 2.5.
4.6. Customer is liable to Graphisoft that its Users and Members use the Subscription(s) and the Content in full compliance with these terms and conditions and the relevant TOS.
4.7. Graphisoft may offer Trial Subscription(s) with a free of charge starting period of 1 (one) month each or as otherwise determined by Graphisoft from time to time. Each User is eligible to order each Trial Subscription once only. If Graphisoft learns that a User/Member is using a one-time Trial Subscription more than once, then Graphisoft is entitled to terminate the Subscription(s) according to Section 11.3. hereinafter.
5. DELIVERY
5.1. Delivery takes place, exclusively, in an electronic manner. If you purchased the Subscription(s) on Graphisoft Store or at the Graphisoft Partner delivery will be by Graphisoft or the Graphisoft Partner respectively.
5.2. The license(s) to the Software is/are assigned to Member(s) by the Contract Manager/Administrator on the License Management Portal. The Member can use the Software license assigned to him/her only upon his/her successful authentication (logging in with his/her Graphisoft ID) in the relevant Software application. Once assigned, a Software license can be used until the end of the given Subscription Term or until the Software license is reassigned to another Member, provided the Member's computer is connected to the Internet when using the license, at least periodically, for the purpose of Graphisoft's validation of the Subscription, the Software license and Member's access to it. Without the aforementioned internet connection, the Software license(s) can be used only for maximum 3 (three) calendar days for DDScad Electrical and 7 (seven) calendar days for Archicad and BIMx Pro of Archicad Collaborate, and Archicad Solo. BIMcloud cannot be used without continuous internet connection.
5.3. In the case of a Subscription containing BIMcloud, any of Customer's Members is entitled to create the BIMcloud Tenant, however a Customer can have only one BIMcloud Tenant.
6. SUPPORT SERVICES, SUPPORT AVAILABILITY
Graphisoft or Graphisoft Partner shall provide the Support Services, by itself or via its appointed third parties, as defined in the Services and Benefits of Subscription ( https://graphisoft.com/legal/terms-of-use/services-and-benefits-of-subscription ) page while the Customer maintains its Subscription, in English language. By accepting these terms and conditions and the relevant TOS, the Customer accepts the transfer of its data to the third-party service provider (if any) for the purpose of providing the Support Services during the Subscription Term.
Personal Technical Support is provided during Normal Business Hours. The aim of the Personal Technical Support is to receive direct reports from the Customer, offer possible troubleshooting procedure(s) to resolve a technical issue or narrow it down to specific area, identify whether the issue is related to the Software, the network or something else and get assistance from next level technical support if required.
If the Subscription is purchased on Graphisoft Store, Graphisoft provides Webshop Support Services related to the operation of the Graphisoft Store by receiving and addressing Customer's queries and reports via the support ticketing system at https://support.graphisoft.com during Normal Business Hours. The objective of the Webshop Support Services is, exclusively, to assist the Customer in solving any issues related to the operation and use of the Graphisoft Store. However, Graphisoft does not guarantee that a submitted query will be responded to, or a reported issue will be resolved within a specific response time or service level. Webshop Support Services are provided in English language.
If the Customer requests Graphisoft to provide on-site support, Graphisoft will use reasonable endeavors to do so for an Additional Charge and the reimbursement of reasonable travel costs. Graphisoft does not warrant that it will be capable of promptly receiving, processing or otherwise acting upon a request for on-site support or it can provide such services.
7. PRICES, PRICE CHANGE, PAYMENT
7.1. In consideration of the Subscription(s) purchased, the Customer shall pay the Prices to Graphisoft Partner in advance of each Subscription Term or Billing Cycle, using the payment method selected upon placing the Order, if Customer wishes to maintain the use of the Subscription(s), always according to the Graphisoft Parner's applicable terms of sale. The Customer is responsible for the timely payment of any taxes, levies or other similar payments required in its jurisdiction.
7.2. Prices may be subject to change for the next Subscription Term(s) according to Graphisoft's or Graphisoft Partner's advance notification depending on who is the seller of Your Subscription(s).
7.3. Upon expiry, at the 24:00 hours (CET) on the fifth day of the Charge Period, with no successful collection of the Subscription related Price(s) by Graphisoft, Your Subscription(s) is(are) terminated and access to the Software license(s) is(are) revoked automatically according to Section 11.6. of this Part B. At the same time, Your Content(s) stored in the Software with Content Storage functionality, become inaccessible and relevant Reactivation Period(s) will come into effect according to the BIMcloud EULA ( https://graphisoft.com/legal/license-agreements/bimcloud ) and the BIMx Model Transfer Service - Terms of Use ( https://graphisoft.com/legal/terms-of-use/bimx-model-transfer-service ) respectively.
7.4. If a new Subscription, consisting of the Software with Content Storage functionality, is purchased during the Reactivation Period, the new Subscription Term commences on the date of fulfilling the related Order. In the case the aforementioned relevant new Subscription was not purchased during the Reactivation Period, Graphisoft has the right to delete all Customer data and Content from the relevant Content Storage, according to Section 11.6.3 of this Part B. hereinafter. Customer is hereby notified that Customer's BIMcloud Tenant, including all data and Content, is deleted at the end of the respective Reactivation Period as defined in this Section 7.4.
7.5. Notifications - Upon expiry of the Charge Period, Graphisoft or the Graphisoft Partner shall notify the Customer through its Contract Manager and/or Customer's representative making the purchase of the subject Subscription, if any, regarding (i) the failure of the payment collection and (ii) the termination of the Subscription(s).
8. GENERAL LIMITS AND PRACTICES
8.1. You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Subscription or any components thereof for any purpose whatsoever.
8.2. You may not unlock or otherwise attempt to discover the source code or underlying algorithms of the software operating the Subscription(s) or attempt to do any of the foregoing in relation to the object code of the Subscription(s).
8.3. You may not use the Subscription(s) for development, compilation, debugging and similar design-time purposes.
8.4. You are expressly prohibited from adapting, modifying, translating, or creating any derivative works based in whole or in part of the Subscription(s) or the related Software, and from merging the software operating the Subscription into any other software.
8.5. You may not copy any materials accompanying the Subscription(s).
8.6. You are expressly prohibited from dividing or reselling Your right to use the Subscription(s) or the Software license(s) related thereto and reselling part(s) of it.
8.7. You may use all elements of the Subscription(s) or any Content as integral components thereof exclusively for the purposes of performing the functionalities of the Subscription(s) set forth by Graphisoft.
8.8. You are expressly prohibited from providing 'Software as a Service' (e.g., 'BIMcloud Software as a Service') for third parties or other similar services which involve the reassignment of Your rights granted herein to third parties e.g.: remarketing, reselling services, or cloud services.
8.9. You are prohibited from circumventing or supplying a system in order to circumvent the protection methods of the Subscription(s) and using the Subscription(s) in any other unauthorized manner.
8.10. You expressly acknowledge that the breach of any provisions of this Section 8. constitutes a 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 breach 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.
8.11. You acknowledge that Graphisoft makes all best economically reasonable efforts to provide the Subscription(s) to You on professional level but cannot undertake any service levels. Graphisoft will use its best efforts to take all actions and to do all things necessary, proper, or advisable to consummate, make effective, and comply with all of these terms and conditions, but there may be instances when the Subscription(s) cannot be provided in uninterrupted manner. In particular, there may be maintenance activities scheduled in advance or necessary to be carried out on an emergency basis. Graphisoft makes all efforts to notify you of any and all pre-scheduled maintenance works affecting or limiting the Subscription(s).
8.12. You acknowledge that Graphisoft may establish general practices and limits concerning the use of the Subscription(s), including but not limited to the maximum number of project files uploaded (in total and/or in a time frame), the maximum size of project files uploaded, maximum size of storage size allotted to one Customer, the maximum number of times, and the maximum duration for which You can access the Subscription(s) in a given period of time. Graphisoft makes all reasonable efforts to ensure the continuous availability of the Subscription(s), but interruptions may occur due to scheduled maintenance or for other reasons. You agree that Graphisoft have no responsibility or liability for the interruption of the Subscription(s) and any loss of Your Content. You acknowledge that Graphisoft may cancel Your use of the Subscription(s) if it infringes any practices and limits established by Graphisoft. You further acknowledge that Graphisoft reserves the right to modify these general limits and practices at any time.
8.13. In order to avoid any loss of data and ensure data security, Graphisoft strongly recommend creating daily, offline backups of Your Content and/or Customer Data.
8.14. You explicitly acknowledge and accept the transfer of this Agreement from Graphisoft to its Affiliate at any time. The details of the transfer and the revised terms and conditions will be communicated to You in a transfer notice by Graphisoft or the Affiliate. You also explicitly acknowledge and agree that notwithstanding the terms and conditions of this Agreement, Graphisoft or the third party appointed by it shall be entitled to unilaterally amend either the scope of Subscription(s) provided under this Agreement, or any other material term thereof (for example you have to re-register your credit card) with 90 (ninety) days prior notice.
8.15. Graphisoft may decide on discontinuing or replacing given component(s) of a Subscription at any time. In such cases Graphisoft may discontinue a technically outdated solution, technology, or component or Graphisoft may replace a solution, technology, or component with an alternative solution.
9. CONTENT STORAGE
9.1. Graphisoft provides the Service of storing Customer's Content, on servers placed in data centers, to certain Software ("Content Storage"). The Software with Content Storage functionality are BIMcloud (through BIMcloud Tenant) and BIMx (through its Model Transfer Service). Capacity of the Content Storage is limited as determined by Graphisoft from time to time.
9.2. Graphisoft operates the Subscription(s) by involving third party subcontractors located worldwide, which You hereby approve. Third party subcontractors may be involved in the operation of the servers where Your Content is stored, as a result of which these third parties may have access to Your Content.
9.3. To the best efforts of Graphisoft, Customer's Content is hosted and operated in a data center located nearest to the Customer's country indicated in its billing address. For instance, BIMcloud processes the data (project, management, and personal data) of German and Austrian customers on our cloud provider's infrastructure in the European Union, based on a duly signed data processing agreement with the subcontractor. On the other hand, U.S. based Customers' data is stored in the United States. Please note that the third-party subcontractors may restrict access from certain countries in their own discretion, without Graphisoft's consent or notification. Graphisoft cannot undertake any liabilities for any such subcontractor measures. In order to be informed about your access from a certain country please contact us via the support ticketing system at https://support.graphisoft.com.
9.4. You are entitled to upload only the Content, that is either Your own the intellectual property of or for which You have an appropriate valid license from the copyright owner, to your Content Storage. You shall bear full liability for any and all Content uploaded by You and your Members. If Graphisoft has reasonable grounds to suspect that any Content uploaded by You may infringe copyright or other applicable laws, Graphisoft may remove the subject Content without Your consent and without prior notice.
9.5. You retain ownership of all intellectual property rights that You have to the Content, You upload to your Content Storage, subject to the rights granted to Graphisoft pursuant to these terms and conditions. You hereby declare that You hold all those rights and authorizations regarding Your Content, You upload to your Content Storage. Access to and sharing of Your Content and Your personal information always remains in Your control, as enabled by the Content Storage Service from time to time. If You believe that Your Content has been copied in a way that constitutes copyright infringement, or Your intellectual property rights or personal information have been otherwise violated, please report it to Graphisoft without delay. Your report should include Your statement that
9.5.1. You have a good faith belief that the use of the Content is not authorized by the copyright owner.
9.5.2. You are the copyright or intellectual property owner, or You are authorized to act on the copyright or intellectual property owner's behalf.
9.5.3. In the event of removal of Content in these circumstances, Graphisoft shall have no responsibility of any kind and You are not entitled to any indemnification.
9.6. You are prohibited from copying any personal data (such as for example personal name and e-mail address) from or using any personal data made available through the Content Storage.
10. WARRANTIES, LIMITATION OF LIABILITY
10.1. Graphisoft hereby warrants for the benefit only of Customer regarding the Subscription(s) that (i) it owns or holds the necessary rights to perform this Agreement, (ii) it has and will maintain the full power and authority to grant the right to use the Subscription(s) without the further consent of a third party; and (iii) the Subscription(s) will be delivered in a reasonable manner applicable to industry standards.
10.2. LIMITED WARRANTIES. THE EXPLICIT WARRANTIES STATED IN SECTION 10.1. ARE GRAPHISOFT'S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE SUBSCRIPTION(S) AND OTHER MATERIALS DELIVERED OR OTHERWISE FURNISHED BY GRAPHISOFT UNDER THIS AGREEMENT. GRAPHISOFT DOES NOT WARRANT THAT THE SUBSCRIPTION(S), OR ANY OTHER MATERIALS WILL MEET CUSTOMER'S REQUIREMENTS, BE FREE FROM MALWARE OR OPERATE UNINTERRUPTED OR ERROR FREE. GRAPHISOFT HEREBY DISCLAIMS ALL OTHER WARRANTIES EITHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AGAINST NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. THESE EXCLUSIONS MAY NOT APPLY TO CUSTOMER AS SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.
10.3. Exclusive Remedy. The entire liability of Graphisoft and the sole and exclusive remedy of Customer shall be, in Graphisoft's sole and absolute discretion, (i) to advise Customer how to achieve the same functionality with the Subscription(s) or (ii) to re-provide the Subscription(s) or the defective part thereof, where written notice of such breach, specifying the defect, is furnished to Graphisoft as required by the applicable rules of law.
10.4. NOTHING IN THIS AGREEMENT (OR ANY APPENDICES THEREOF) SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED WILFULLY OR BY ITS GROSS NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY MANDATORY RULES OF APPLICABLE LAW.
10.5. SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION 10., GRAPHISOFT'S LIABILITY FOR DAMAGES WILL BE SUBJECT TO A TOTAL AGGREGATE LIABILITY CAP OF 1 (ONE) TIME THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER TO THE GRAPHISOFT PARTNER IN THE 12 (TWELVE) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. GRAPHISOFT'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE 12 (TWELVE) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
10.6. SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION 10., IN NO EVENT WILL GRAPHISOFT, OR THEIR AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES OR LICENSORS, SERVICE PARTNERS BE LIABLE TO THE CUSTOMER OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY LOSS OF REVENUE OR PROFITS (IN EACH CASE WHETHER ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF THE APPLICABLE COURSE OF ACTION), LOSS OF USE, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS PREVIOUSLY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.7. THE LIMITATIONS STATED IN SECTION 10. SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
10.8. With the exception of gross negligence and willful acts, Graphisoft will not under any circumstance be liable to You or to any third party, whether under the laws of tort, negligence, contract or otherwise/for any direct, indirect, incidental, special or consequential damages, or damages whatsoever resulting from loss of profits, revenues, savings data or Content, or inability to use, however caused, arising out of, resulting from or in conjunction with
10.8.1. the performance or non-performance of these terms and conditions, the Subscription(s) and the Support Services,
10.8.2. Your access to, or use of, or uploading of Content or downloading through the use of the Subscription(s), or
10.8.3. infringement of intellectual property rights of a third person or unauthorized right use of personal data by a User/Member including without limitation uploading the Content to other websites.
11. TERMINATION, REACTIVATION
11.1. On behalf of the Customer, the Contract Manager may terminate the Subscription(s) at any time (CET) up to 48 (forty-eight) hours prior to the Charge Period by using the 'Cancel Subscription' function on the Graphisoft Store if the Subscription is Purchased thereon. In the case of Customer's purchase of the Subscription(s) at the Graphisoft Partner, Customer shall terminate the Subscription(s) at the Graphisoft Partner, who shall complete the same termination at Graphisoft. Termination will take effect at the end of the current Subscription Term(s).
11.2. If the Customer's EULA is terminated for breach by Graphisoft, then Graphisoft is entitled to terminate the whole or any part of the Subscription(s) affected by the breach and/or this Agreement with advance notice with immediate effect, without any legal consequences for Graphisoft and without the repayment of any Price(s) already paid by Customer.
11.3. Graphisoft may terminate the affected Subscription(s) immediately on written notice to the Customer, if the Customer breaches any of the material obligations under this Agreement and fails to remedy the breach within 5 (five) calendar days of receiving notice requiring the breach to be remedied. Parties consider, in particular but not limited, the following provisions as material: Sections 2.3. (Applicable Legal Documents), 2.6. (Data), 4.7. (Trial Subscription), 7. (Prices), 8. (General Limits and Practices), 9.4. and 9.5. (Content Storage), 12. (Indemnity).
11.4. In the event of termination by Graphisoft for breach by the Customer, Graphisoft shall have no responsibility of any kind (in particular no refund of Price is due) and Customer is not entitled to any indemnification for loss or damages suffered.
11.5. Graphisoft or Customer each is entitled to terminate this Agreement under any of the following causes for termination without any consequences:
11.5.1. any request by a law enforcement agency, regulator, or government authority to pause, cease or terminate any Software, Service, product, or service to be provided by Graphisoft under this Agreement; or
11.5.2. the Subscription(s) no longer is(are) offered by Graphisoft in accordance with Section 11.7. hereinafter; or
11.5.3. breach of this Agreement or the Software-specific EULA.
11.6. Upon termination of the Subscription(s) and/or this Agreement:
11.6.1. unless otherwise provided for in these terms and conditions and the relevant TOS, any outstanding amounts due to Graphisoft will become immediately due and payable by the Customer;
11.6.2. Graphisoft will cease to provide, and the Customer will cease to have any entitlement to the Subscription(s);
11.6.3. Graphisoft ceases to store Customer's data and Content, and Graphisoft shall delete all Customer data and Content without any legal consequences. Customer hereby agrees not to hold Graphisoft liable for loss or damages resulting from such deletion of data and Content.
11.7. Graphisoft may decide on discontinuing a given Subscription(s) at any time by giving the Customer 180 (one hundred eighty) days' notice. In such case Graphisoft may offer an alternative solution replacing the discontinued Subscription(s) under this Agreement. If Customer disagrees to the alternative solution on reasonable grounds, directly linked to the subject Subscription's core functionality, then Customer is entitled to terminate the discontinued Subscription to the last day of the 180-day notice period and Graphisoft refunds the Price(s) already paid, in proportion to the remaining part of the current Subscription Term.
12. INDEMNITY
As a condition of use of the Subscription(s), You agree to indemnify Graphisoft, and their directors, officers, employees, agents from and against any and all liabilities, expenses (including attorneys' Prices) and damages arising out of claims resulting from Your use of the Subscription(s), including without limitation any claims alleging facts that if true would constitute a breach by You of these terms and conditions and the relevant TOS.
PART C: GENERAL AND CLOSING PROVISIONS
1. Technical Support. 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.
2. Limitations. You accept that the Software may have time/functionality limited components, which may be used in their full functionality in case of purchase of the relevant license(s).
3. Graphisoft ID registration. In order to use the Software or use and manage the Software key (if any), You acknowledge that You need to have a valid Graphisoft ID, to be obtained from Graphisoft at https://graphisoftid.graphisoft.com.
4. Software activation and usage. To activate and use the Software You need an internet connection, and You have to comply with the hardware and software requirements determined by Graphisoft at https://www.graphisoft.com/resources-and-support/system-requirements.
5. Additional functionalities. Unless otherwise provided, the terms and conditions of this Agreement shall be applicable to the additional functionalities of the Software and to the services and content provided to You in relation to the Software (such as in particular the SSA and Forward).
6. Intellectual Property, Branding. The Software offered to You under this Agreement are proprietary of Graphisoft and its licensors. For the detailed rules on INTELLECTUAL PROPERTY, BRANDING, please read Graphisoft's Intellectual Property Notice available at https://graphisoft.com/legal.
7. Legal documents. This Agreement is to be construed and applied together with other Graphisoft legal documents such as, in particular but not limited to, Graphisoft's Privacy Policy, which are available at https://graphisoft.com/legal. Any terms and conditions of this Agreement and all other applicable legal documents may be modified unilaterally by Graphisoft without prior notice to You without any legal or financial consequences for Graphisoft. You are responsible for regularly reviewing these terms and conditions. Any amendments made by Graphisoft cannot be unreasonable or significantly detrimental for You.
8. Acceptance. By entering this Agreement, You expressly declare and confirm that the person accepting this Agreement on behalf of You has the full power and capacity to represent the entity on behalf of which the person is acting. Should this declaration prove to be false, the person accepting this Agreement shall be responsible and liable in person for all obligations under this Agreement.
9. Anti-Bribery. Both Graphisoft and You represent and covenant that they have not, and will not offer, give, solicit, or accept any bribe from any person, organization, or company with the intent to coerce or induce the other party or an employee or agent of the other party to act improperly in the course of their duties. If either party is found guilty of failing to prevent an act of bribery, or makes, offers, or solicits a bribe from the other party, then that party's rights under this Agreement will be terminated immediately. Such termination will not affect Graphisoft's rights and remedies surviving termination of this Agreement. You will use reasonable efforts to promptly notify Graphisoft if You become aware of any circumstances that are contrary to this acknowledgment.
10. Trade and Sanctions. In the context of this Agreement:
10.1. 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 governments of Hungary, the European Union, and any other relevant country;
10.2. You represent and covenant on a continuing basis that neither You nor the entity You represent or its subsidiaries, affiliates, parties which directly or indirectly own or control it, directors, employees nor the authorized users are or will be designated on any applicable Sanctions and/or Trade Controls restricted parties list;
10.3. 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;
10.4. The license and Graphisoft’s Software are made available on conditions that they shall not be sold, transferred, released, exported, provided or used by You and/or Your authorized users (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, Crimea & Sevastopol and other Ukrainian territories annexed by Russia. You and/or Your authorized users are solely liable for any Content in compliance with applicable Sanctions and/or Trade Controls;
10.5. both You and Graphisoft undertake to immediately notify the other party in writing if it receives any notice of, or becomes aware of, any violation of this Section 10.;
10.6. notwithstanding anything to the contrary, either You or Graphisoft shall have the right to (i) suspend the use of the licensed Software and the Graphisoft services; or (ii) terminate this Agreement immediately if any of the provisions of this Section 10 are breached and in both (i) and (ii) cases (iii) seek indemnities from the party which has breached the relevant provisions for any direct losses incurred.
11. Audit. You hereby agree that - in addition to any other license compliance checking set forth in this Agreement or elsewhere - Graphisoft has the right to carry out remote, electronic audit and/or physical audit by visiting You at the premises where You use the Software upon 7 (seven) days prior written notice in order to check Your records, systems, facilities to verify that Your use of the Software 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 the audit among others by providing Graphisoft with all requested information and documents. You also ensure to bring your use of the Software in line with this Agreement (including but not limited to due payment of the applicable fees, acceptance of license terms, etc.) as contained in the result of the audit. In case of any non-compliances revealed by the audit related to your use of the software You shall reimburse the fees to Graphisoft arising from the performance of the audit at Graphisoft.
12. Privacy. You expressly acknowledge that You and Your authorized users' 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) 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 user of the Software, 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 [email protected]; 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 (https://naih.hu/) or another data protection supervisory authority, in particular in the European Union 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 authorized users' 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://graphisoft.com/legal/privacy-policy.
13. Modifications. 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.
14. Entire Agreement. This Agreement, together with any applicable appendices (including any other terms referenced in any of those documents), constitutes the full, complete agreement between You and Graphisoft concerning the Software 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 Software and to the repair of the Software's installation (if applicable).
15. Invalidity. 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.
16. Governing Law. This Agreement 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.
17. Dispute resolution. In the event of any dispute arising from or in connection with the present contract, 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.
18. Language and Notices. The English version of this Agreement, which is published at https://graphisoft.com/legal/license-agreements/bimcloud, 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. With respect to all notices, You and Graphisoft communicate with each other in English language through their contact persons via email to the e-mail addresses indicated at Graphisoft ID Company for You and to [email protected] related to the Agreement, respectively.
All inquiries regarding this Agreement should be directed to
Graphisoft SE Private European Company Limited by Shares
E-mail: [email protected]