BIMcloud EULA
Version 3.1.1: effective as of April 1, 2024
IMPORTANT
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
1. LICENSE
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.
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.
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.
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.
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.
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.
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.
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:
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.
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 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:
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.
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.
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.
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 Your 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).
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 processings take place related to this Agreement under the respective terms and conditions:
A. Software status checking if You are a natural person
- The Software collects and sends to Graphisoft certain data of the Software, such as the localization and operation mode of the Software.
- Purpose of the data processing: to identify available compatible Software updates to the Software.
- 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.
- 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.
B. BIMcloud
- 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.
- Purpose of data processing: improvement of the software and providing information on relevant functionalities and services.
- Legal base of data processing: the legitimate interest of Graphisoft under point f. of Article 6(1) GDPR.
- 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.
C.1. BIMcloud SaaS
- 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.
- 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.
- 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.
- 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.
- When BIMcloud SaaS terminates for any reasons, 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.
- The detailed rules on data processing related to BIMcloud Saas are contained in the relevant Data Processing Agreement available at https://graphisoft.com/legal.
C.2. BIMx Web embedded
- 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.
- 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.
- 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.
- Data collection runs automatically in the background. You can object to the data processing by emailing to privacy@graphisoft.com, 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.
- 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
BIMcloud Basic requires a one-time activation of the installed BIMcloud Manager using one of Your valid Graphisoft ID.
The Software enables You to install the following software product together:
- BIMcloud Manager
- BIMcloud Server
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.
The abovementioned two components must be installed on the same computer.
BIMcloud Basic can work with a single Archicad version only, which must be selected during the configuration process and cannot be changed later.
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).
The Software will allow you to use only the free features provided with BIMcloud Basic.
Graphisoft reserves the right to modify BIMcloud Basic's free feature set, including adding new features or removing features which were previously free.
You may connect an unlimited number of client applications at any time to a BIMcloud Basic.
BIMcloud Basic can be upgraded to a paid BIMcloud to enable all the free and paid features, refer to Section 4.2 hereinafter.
4.2. BIMcloud - Paid license
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:
- BIMcloud Manager
- BIMcloud Server
- BIMcloud Delta Cache
4.2.1. BIMcloud Manager
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.
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.
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.
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.
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.
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.
You may install the BIMcloud Manager on a single computer to administer the BIMcloud Server(s) locally or remotely.
You may connect an unlimited number of BIMcloud Servers to the BIMcloud Manager.
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.
You may make backup copies of BIMcloud Manager in machine-readable form.
4.2.2. BIMcloud Server
You may install the BIMcloud Server in unlimited instances.
You may make backup copies of each BIMcloud Server(s) in machine-readable form.
4.2.3. BIMcloud Delta Cache
You may install the BIMcloud Delta Cache in unlimited instances.
You may make backup copies of the BIMcloud Delta Cache in machine-readable form.
4.3. BIMcloud Software as a Service (SaaS)
To use BIMcloud SaaS, You have to get at least one Graphisoft ID registered.
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.
With the involvement of third-party subscontractors Graphisoft operates and maintains the infrastructure on which BIMcloud SaaS is hosted, installs the necessary components and keeps them updated.
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.
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:
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.
You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Software for any purpose whatsoever.
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.
You shall not use the Software 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 Software, and from merging the Software into any other software.
You shall not copy any written materials accompanying the Software.
You are expressly prohibited from dividing Your License and reselling part(s) of it.
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.
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.
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.
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
This Agreement remains in effect until it is terminated.
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.
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.
Your license to the Software terminates if Graphisoft, at any time and for any reason, including to address competitive demands, respond 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 by sale or other means. 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.
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.
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. GENERAL PROVISIONS
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.
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.
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:
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.
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.
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).
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.
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.
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
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.
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.
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
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.
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.
10. GENERAL AND CLOSING PROVISIONS
10.1. 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.
10.2. 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).
10.3. 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.
10.4. To activate and use the Software key you need an internet connection.
10.5. 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).
10.6. 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.
10.7. 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.
10.8. 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.
10.9. 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.
10.10. Trade and Sanctions. In the context of this Agreement:
10.10.1. 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;
10.10.2. 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;
10.10.3. 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;
10.10.4. 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;
10.10.5. 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.;
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 10.10 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.
10.11. 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.
10.12. 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 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 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.
10.13. 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.
10.14. 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).
10.15. 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.
10.16. 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.
10.17. 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.
10.18. 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 information@graphisoft.com related to the Agreement, respectively.
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INQUIRIES
All inquiries regarding this Agreement should be directed to
Graphisoft SE Private European Company Limited by Shares
Záhony utca 7.
H-1031 Budapest, Hungary
Phone: (+36.1) 437-3000
Fax: (+36.1) 437-3099
E-mail: mail@graphisoft.hu
Web: https://graphisoft.com
GSLA-BCINT-240311/CEF