United States site instead?Terms Of Service - Legacy Store
Version 4: effective as of 25 September 2023
PLEASE READ THESE TERMS OF SERVICE (HEREINAFTER REFERRED TO AS “TOS” OR “AGREEMENT”) CAREFULLY. BY PLACING YOUR ORDER FOR THE PRODUCT OR FOR THE SERVICE, YOU, AS THE CUSTOMER OR THE REPRESENTATIVE OF THE CUSTOMER (DEFINED BELOW), DECLARE TO HAVE READ THE FOLLOWING TERMS OF SERVICE (AS AVAILABLE ON THE GRAPHISOFT WEBSHOP), BEFORE THE SUBMISSION OF THE RESPECTIVE ORDER, AND YOU INDICATE THE ACCEPTANCE OF, AND AGREEMENT TO, THESE TERMS OF SERVICE IN RELATION TO THE ORDERED PRODUCT OR SERVICE FOR THE CUSTOMER AND ANY AUTHORIZED USERS, IF ANY, WHETHER OR NOT EACH SUCH AUTHORIZED USER INDICATES HIS/HER INDIVIDUAL ACCEPTANCE.
1. DEFINITIONS
Unless otherwise defined in this Agreement the following terms shall bear the meaning defined herein below:
1.1. Definitions applicable exclusively to Archicad Subscriptions:
“Archicad” means the latest version of the software licensed by Graphisoft known as Archicad and Archicad Solo for use on Windows and Macintosh platforms.
“Archicad Subscription” means the Archicad monthly, or annual license subscription plan sold to Customer by Graphisoft via the Graphisoft Webshop and to be installed to Your computer, relating to the Archicad software licensed by Graphisoft to the Customer.
“Software Protection key” means an electronic protection method that enables the activation /use of the Archicad Subscription by the End User in full compliance with the EULA.
1.2. Definitions applicable exclusively to BIMcloud SaaS:
„BIMcloud SaaS” – the BIMcloud SaaS monthly or annual subscription plan sold to Customer by Graphisoft via the Graphisoft Webshop.
“BIMcloud Administrator” – the person appointed by the Contract Manager during the purchase process of BIMcloud SaaS Subscription. The BIMcloud Administrator has full access to all BIMcloud controls, can create additional BIMcloud User Accounts on behalf of the Customer and assigns them roles and permissions, as appropriate, according to the Customer.
“BIMcloud Tenant” – one instance of BIMcloud, dedicated to one Customer.
“BIMcloud User Account” – created by the BIMcloud Administrator on behalf of the Customer, providing privileges for an individual within the Customer to create and access Content on that Customer’s BIMcloud Tenant.
“BIMcloud User License” – the license that provides access right to the BIMcloud Tenant for each registered BIMcloud User.
” Cancellation Period” – the time period when the BIMcloud SaaS subscription Reactivation is possible. It starts on the day of the second failed renewal payment and ends on the 14th day.
“Content” – any and all information and data uploaded, downloaded, made available or shared in the BIMcloud Tenant by the Customer, its registered Users or Graphisoft, including but not limited to Archicad project files, backups, User accounts and settings on a BIMcloud Tenant.
“Reactivation” – changing the status of the cancelled Service into active status during the Cancellation Period. During the reactivation process, the number of authorized Users shall be reinstated as is determined by the Customer in the reactivation process. Unless the number of authorized Users is expressly determined in the reactivation process the number of authorized Users which was administered by the Graphisoft Webshop prior to the cancellation shall be reactivated and the subscription Fees shall be based on that number. The reactivation fee connected to the reactivation is indicated on the Graphisoft Webshop.
“User” – an individual end-user who is authorized by the BIMcloud Administrator to have access to the BIMcloud SaaS, and “Users” shall be construed accordingly
1.3. Definitions applicable to all Products and Services available on the Graphisoft Webshop
“Additional Charge” means a charge payable in case of on-site support in accordance with Graphisoft’s or the Service Partner’s standard rates in effect from time to time (depending on who provides the support).
“Billing Date” – the Product or Service term renewal date.
“Business Day” – means a day that is not (a) a public/bank holiday; or (b) a Saturday in the selected Service Partner’s or Graphisoft’s or Graphisoft SE’s place of registration.
“Contract Manager” – the Contract Manager is appointed by the Customer and has full representation right on behalf of the Customer with any and all matters related to the Product and Service such as for example to accept this TOS, to manage the purchased Product and Service on the Graphisoft Webshop (in particular purchase, cancellation, termination, upgrade, downgrade, etc.).
“Customer” or “You”– the person or entity purchasing a Product or subscribing for a Service via the Graphisoft Webshop and each authorized User accessing the Product/Service on behalf of that person or entity, all of whom are authorized to use the Product/Service 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 accessing the Service on behalf of the person or entity named as Customer.
“Fees” – the amounts payable by the Customer to the Reseller in consideration of the Product/Service, as set out on the Graphisoft Webshop.
“Graphisoft” – Graphisoft Asia Limited, a company limited by shares incorporated in Hong Kong with Companies Registry number 0529802 and registered office at Admiralty Centre Tower 2 / Level 11, 18 Harcourt Road, Admiralty, Hong Kong; bank account number HSBC Bank 848-133807-838.
“Graphisoft SE” – Graphisoft SE, Budapest, Hungary (registered address: Záhony utca 7, Graphisoft Park, Budapest H-1031, Hungary), manufacturer of the Archicad and BIMcloud software.
“Graphisoft Webshop” or “Webshop" – the online purchasing system available at https://store.graphisoft.com where Customers are able to purchase Products and subscribe for Services from the Reseller according to the terms and conditions of the current TOS.
“Normal Business Hours” – mean the specific local Service Partner’s availability who provides Support Services to the Customer while in case of Webshop Support Services the Normal Business Hours mean 9 am to 5 pm Budapest time on Business Days.
“Product” – the software products sold via the Graphisoft Webshop.
“Product Catalog” – a list of Products and Services on the Webshop that the Customer can purchase.
“Reseller” – Digital River Inc. engaged by Graphisoft as its reseller concerning sales of Products and Services via the Graphisoft Webshop.
“Service” – the services sold via the Graphisoft Webshop such as for example the Archicad Subscription and BIMcloud SaaS.
“Service Partner “- the contracted Graphisoft Partner selected by the Customer during the Product purchase process on the Graphisoft Webshop. The Service Partner shall perform the Support Services related to the purchased Products.
“Support Services” – the support services described in section 6.1 bellow provided in relation to a Product or Service.
“TOS” – this Terms of Service.
“Webshop Support Services” – the support services provided by Graphisoft SE related to the operation of the Graphisoft Webshop as described in section 6.2. bellow.
2. SUBJECT OF THESE TERMS OF SERVICE
2.1 Graphisoft makes – by involving in particular Graphisoft SE as its platform provider and the Reseller as its technical reseller – the Products and Services, including all information, Content and service available to the Customer subject to the terms and conditions set forth in this TOS and other legal documents set forth in section 2.3 below. By purchasing the Product(s)/Service(s) on the Graphisoft Webshop or using the Product/Service in any way (at the first time or at each renewal), with or without registration, including but not limited to accessing the Graphisoft Webshop, uploading, sharing and downloading Content in the Product/Service or any other activity involving any component of the Product/Service, the Customer acknowledges and accepts these terms and conditions as a binding agreement between Customer, its Users and Graphisoft concerning the use of the Product/Service.
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 Products and Services. If You do not accept the terms of this Agreement, You cannot purchase and use any Products or Services.
2.3 These TOS are to be applied together with other legal documents such as Graphisoft SE’s Privacy Policy, the related End User License Agreements and Policies providing detailed rules on the elements of the Services available at Graphisoft’s Legal Site, Graphisoft’s Privacy Policy Statement (“PPS”) and Personal Information Collection Statement (“PICS”) indicated in section 16 bellow, the Reseller’s Privacy Policy and Terms of Sale documents. You accept that the terms and conditions contained in this TOS and in these other documents constitute together a binding agreement between You and Graphisoft concerning Your purchase and use of the Product/ Service.
2.4. Customer acknowledges that Graphisoft may unilaterally revise this TOS, the Policies and Graphisoft’s PPS and PICS, Graphisoft SE its Privacy Policy, the Reseller its Privacy Policy and its Terms of Sale documents and all other legal documents governing the purchase and use of the Product/Service at any time without notice to You. You are responsible for regularly reviewing these terms and conditions. Continued use of the Product/Service following any such changes shall constitute Your acceptance of such changes.
2.5. Products and Services are sold via the Graphisoft Webshop. Customer expressly agrees that neither Graphisoft nor Graphisoft SE or the Reseller shall be liable for any unavailability or malfunctioning of the Graphisoft Webshop and in particular for any delay in processing orders. Furthermore, Graphisoft retains the right and hereby informs the Customers that purchase via the Graphisoft Webshop is not available if the Customer is based in a country where Graphisoft is not entitled to resell via the internet and due to sanction control International Law compliance.
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 Product purchase process on the Graphisoft Webshop or elsewhere 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. TERM OF THE AGREEMENT
3.1. Provisions applicable to BIMcloud SaaS.
The term for the BIMcloud SaaS Subscription (“Term”) is a one month-period (in case of a monthly subscription) or a one year-period (in case of an annual subscription) starting from the date of payment of the Fees charged and invoiced to You as set forth in this TOS and on the Graphisoft Webshop. In case of the addition of a new User to an existing BIMcloud SaaS Subscription, the initial Term for the new User may be shorter in order to harmonize the billing dates for the new User with the billing date of the existing BIMcloud SaaS Subscription. Each BIMcloud SaaS Subscription automatically renews at the end of each Term for a renewal Term of the same length, subject to Customer’s timely payment of the Fees, until terminated by either Customer or Reseller or Graphisoft in accordance with section 12. Parties expressly agree that any additional Subscriptions purchased by the Customer shall be governed by this Agreement without further express acceptance thereof. The Contract Manager shall receive an e-mail, as confirmation of the occurred BIMcloud SaaS Subscription, including a sum-up of the order, the paid Fee, the Terms, the applicable TOS and thorough instructions that, step by step, shall explain you how to use the BIMcloud SaaS Subscription.
3.2. Provisions applicable to Archicad Subscription.
The term of the Archicad Subscription (“Term”) is a one month-period (in case of monthly subscription) or a one year-period (in case of annual subscription) starting from the date of payment of the Fees charged and invoiced to You. In case of the addition of a new license to an existing Archicad Subscription the Term maybe shorter since the Billing Dates (and the Term) are harmonized to those of the existing Archicad Subscription of the same Term. Archicad Subscription automatically renews for the upcoming renewal Term subject to timely payment of the Fees until terminated by either Customer or Reseller or Graphisoft in accordance with section 12. Parties expressly agree that any additional Subscriptions purchased by the Customer shall be governed by this Agreement without further express acceptance thereof. The Contract Manager shall receive an e-mail, as confirmation of the occurred Archicad Subscription, including a sum-up of the order, the paid Fee, the Terms, the applicable TOS and thorough instructions that, step by step, shall explain you how to use the Archicad Subscription.
4. USE OF THE PRODUCT AND THE SERVICE
4.1 Provisions applicable to BIMcloud SaaS.
4.1.1. In order to be able to use the BIMcloud SaaS You need to have at least one valid BIMcloud User Account with an email address and password. Access and use of the BIMcloud SaaS and any Content, including viewing, uploading and downloading of Content, available in the BIMcloud SaaS, shall be subject to this TOS.
4.1.2 Graphisoft hereby grants You a non-exclusive, revocable and limited right to use the BIMcloud SaaS and access the Content on Your BIMcloud Tenant that is not owned by the Customer (such as for example Graphisoft’s Content) solely for the purposes of using the Service in accordance with these TOS and additional terms applicable to such Content, if any, for Your business or personal use only.
4.1.3 The intended exclusive purpose (fair use) of the BIMcloud SaaS is design collaboration on Archicad project files. Graphisoft may set forth other specifications with regards to the fair use of the BIMcloud SaaS (such as for example the maximum uploaded (stored) Gb/BIMcloud User license) that shall be complied by the Customer. The use of the Service for any other purposes than the intended purpose, and/or non-compliance with the specifications set by Graphisoft, shall constitute a breach of this TOS by You, in which case Graphisoft has the right to terminate Your BIMcloud SaaS Subscription, remove any Content, and cancel the BIMcloud Tenant and/or BIMcloud User 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.
4.1.4 You acknowledge that either Graphisoft or Graphisoft SE are entitled to remove any Content You upload to Your BIMcloud Tenant without notification or without Your prior approval. In such case, Graphisoft and Graphisoft SE shall have no responsibility of any kind and You are not entitled to any indemnification. Graphisoft and Graphisoft SE 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 BIMcloud Tenant or otherwise in the BIMcloud SaaS.
4.1.5 You accept that Your registration according to the terms set forth herein is required to use the BIMcloud SaaS.
4.1.6 You accept that Graphisoft and Graphisoft SE, as part of the development of the BIMcloud SaaS and otherwise, shall have the right, in their sole discretion, and at any time
(i) to add new features,
(ii) add new third-party software components or
(iii) to modify or discontinue certain feature(s) of the BIMcloud SaaS. Your continuous use of the BIMcloud SaaS qualifies as acceptance of such modifications.
4.1.7 You are solely responsible to ensure adequate internet connection and hardware, software infrastructure necessary to the proper operation of the BIMcloud SaaS. You also accept that neither Graphisoft nor Graphisoft SE is able to guarantee that the BIMcloud SaaS is available and operating uninterrupted from any and all locations and jurisdictions due to technical and legal reasons.
4.1.8 Customer is entitled to provide access to Customer’s employees and performance assistants (such as for example subcontractors) to the use of BIMcloud SaaS, in which case Customer bears full liability for the use of its employees and performance assistants being in full compliance with these TOS.
4.2. Provisions applicable to Archicad Subscription.
4.2.1.The Customer’s access to and use of Archicad under Archicad Subscription is subject to and governed by: (i) the Graphisoft Software License Agreement (“EULA”); and (ii) this Agreement together with all documents defined in section 2.3. above.
4.3 Provisions applicable to all Products and Services available on the Graphisoft Webshop
4.3.1 By accepting this TOS You expressly accept that use of the Products and Services is subject to Fees and other charges as notified by Graphisoft from time to time.
4.3.2 Graphisoft may unilaterally decide to offer for You special terms and conditions concerning the Service. Graphisoft shall indicate all relevant information related to these special terms and conditions such as in particular eligibility, validity term, the manner of acceptance, etc. on the Graphisoft Webshop. It is Your risk and responsibility to check and fully comply with these special terms and conditions in order to benefit therefrom. Unless otherwise communicated by Graphisoft You are eligible only one time to a particular special term.
4.3.3. Graphisoft may offer a Trial Subscription with a free starting period of 30 days that can only be used once per Customer. If Graphisoft finds that the same Customer is re-using the one-time Trial Subscription then Graphisoft is entitled to terminate this TOS according to point b) section 12.3.1. below.
5. DELIVERY
5.1 Provisions applicable to BIMcloud SaaS.
5.1.1 At the commencement of each BIMcloud SaaS Subscription, Graphisoft provides the Customer with a BIMcloud Tenant and a BIMcloud User Account dedicated for the BIMcloud Administrator for the performance of the BIMcloud Administrator’s competences defined herein. Further BIMcloud User Accounts may be registered by the BIMcloud Administrator. It is the Customer’s sole discretion to allow its BIMcloud Administrator to register Users with their own BIMcloud User Account.
5.1.2 The Customer shall be authorized to create as many BIMcloud User Accounts on its BIMcloud Tenant for as many User licenses as the Customer purchased during the ordering process, or as upgraded or downgraded by Customer. The Customer may order additional User licenses anytime and may decrease the number of User licenses as of the end of the then current term of the Service.
5.1.3 Users holding a BIMcloud User Account to the BIMcloud Tenant are entitled to upload and view the Content available on the BIMcloud Tenant. The Customer may provide Users with different types of access to the BIMcloud Tenant.
5.1.4 To create a BIMcloud User Account, the Users need to submit their real name and a valid email address. Registered Users may not impersonate any person or entity, or falsely state or otherwise misrepresent their affiliation with a person or entity, including, but not limited to,
(i) an administrator, moderator, or in any way other genuine Users of the Service,
(ii) officer, agent, or employee of a Partner of Graphisoft or Graphisoft SE or any of their respective subsidiaries or affiliates.
5.1.5 The Customer and its Users are solely liable for maintaining the confidentiality of their BIMcloud User Accounts and related passwords. The Users and the Customer remain fully liable for any access and use of the User Accounts registered on the BIMcloud Tenant, whether the access have been authorized or not. It is the Users’ and the Customer’s responsibility to take adequate precautions in respect of the BIMcloud User Accounts and related password, and to immediately notify Graphisoft of any loss or unauthorized disclosure or use of any BIMcloud User Account and related password.
5.2. Provisions applicable to Archicad Subscription.
Archicad Subscription is delivered in an electronic shipment only and on software protection keys only. The Contract Manager are provided with an order fulfilment email via the Graphisoft Webshop with a message containing a summary of the order, Fees paid, Term of the Subscription, applicable TOS, and detailed step-by-step instructions how to deploy the software protection key and use it with the Archicad Subscription.
6. SUPPORT SERVICES, SUPPORT AVAILABILITY
6.1 Support Services, Product support:
6.1.1 Graphisoft shall provide the Support Services through the Service Partner assigned during the actual purchase process on the basis of the Product catalogue selected by the Customer. The contact details of the selected Service Partner will be displayed at the end of the purchase process and in every e-mail that the webshop sends to you (e.g. in the purchase confirmation). In case of BIMcloud SaaS the Service Partner assigned at the first purchase shall remain the same for all later BIMcloud SaaS purchases and no change of service partner is possible. In case of Archicad Subscription the Customer is able to select different Service Partners for each Archicad Subscription purchases.
6.1.2 Support Services are provided in the assigned Service Partner’s registration country’s language.
6.1.3 Graphisoft and the selected Service Partner will provide the Customer with Support Services, as defined in the Services and Benefits of Subscription page while the Customer maintains its Subscription. By accepting this TOS, the Customer accepts the transfer of its data to the Service Partner for the purposes of providing the Support Services.
Note: 1st tier support during Normal Business Hours of the selected Service Partner. The aim of the 1st tier support is to receive direct reports from the Customer, offer possible troubleshooting procedure(s) to the Customer to resolve the issue or narrow it down to specific area, identify whether the issue is related to Archicad, the network or BIMcloud SaaS and submit support ticket to 2nd tier support if required.
6.2. Support services, Webshop support
Graphisoft SE provides Webshop Support Services related to operation of the Webshop and the purchased subscription during Normal Business Hours based on Budapest (HUNGARY) local time through e-mail at purchasesupport@graphisoft.com. Webshop Support Services aim exclusively to assist the Customer in solving any issues arising at Customer, related to the operation and use of the Graphisoft Webshop, but Graphisoft SE does not guarantee any reaction time or service level regarding solving / fixing an issue. Webshop Support Services are provided in English language.
6.3 Support services, On-site support
If the Customer requests Graphisoft or Service Partner to provide on-site support, Graphisoft or the Service Partner will use reasonable endeavors to do so and will charge an Additional Charge for providing such services and reasonable travel costs. Graphisoft or the Service Partner does not warrant that it will be capable of promptly receiving, processing or otherwise acting upon a request for support or that it can provide on-site Support Services.
7. FEES
7.1 In consideration of the Product or Service purchased the Customer shall pay the Fees to the Graphisoft’s dedicated Reseller in advance of each Term it wishes to maintain the use of the Product/Service on a non-refundable basis (except for consumers), always according to the Reseller’s applicable Terms of Sale.
Fees indicated on the Webshop exclude taxes which will be automatically added by the Webshop (where applicable) at the applicable current rates. The Customer is responsible for the timely payment of any taxes, levies or other similar payments required in its jurisdiction, and Customer indemnifies and holds the Reseller and GRAPHISOFT harmless against any claims by any tax authorities for any underpayment or any tax or levy, and any penalties and/or interest.
Fees are subject to change according to Graphisoft’s 30 days advance notification via email along with instructions on how the Service can be cancelled if You don't agree to the Fee change.
7.2. Provisions applicable to BIMcloud SaaS.
7.2.1. In the case of an existing BIMcloud SaaS Subscription, if Customer adds additional Users during the Term, the Fees for those additional Users shall be harmonized to the term of the Customer’s existing BIMcloud SaaS Subscription. The Fees for those additional Users shall be calculated on a pro-rata basis for the remaining term of the Customer’s existing BIMcloud SaaS Subscription.
The Fees shall be charged to the Customer's credit card or PayPal account on the Billing Date of each term. If payment cannot be taken on the Billing Date, the Reseller will attempt to take payment again three (3) days later. After 2 (two) failed due payments the active status of the BIMcloud SaaS Subscription shall be changed automatically to cancelled status and the Cancellation Period starts on the day of change of the status. Graphisoft shall send to the Customer’s Contract Manager, on the status change date, a notification about the limited access to the BIMcloud Tenant and the limited operation mode of the BIMcloud SaaS. Reactivation from cancelled status to active status may take place according to the Reactivation process described in Section 12.
7.3. Provisions applicable to Archicad Subscription.
7.3.1. In the case of an existing Archicad Subscription, if Customer adds additional licenses during the Term, the Fees for those additional licenses shall be harmonized to the term of the Customer’s existing Archicad Subscription. The Fees for those additional licenses shall be calculated on a pro-rata basis for the remaining term of the Customer’s existing Subscription.
The Fees shall be charged to the Customer's credit card or PayPal account on the Billing Date of each term. If payment cannot be taken on the Billing Date, the Reseller will attempt to take payment again three (3) days later. After 2 (two) failed due payments the active status of the Subscription shall be changed automatically to terminated. Graphisoft shall send to the Customer’s Contract Manager, on the status change date.
8. INTELLECTUAL PROPERTY, LICENSING AND DATA
8.1 The Customer acknowledges that all intellectual property rights (including copyright, database, trademarks, domain names, design, patent, semiconductor or circuit layout rights and rights over confidential information, trade secrets and know how) in the Products and Services or any other goods and services provided by the Graphisoft to the Customer belongs to Graphisoft, Graphisoft SE, and/or other licensors.
8.2 Graphisoft, Graphisoft SE and/or their licensors own all intellectual property rights existing in any Products, Services in particular in the Archicad, including all of the content of Archicad (such as text, graphics, logos, icons and sound recordings), BIMcloud SaaS, all newsletters or other information which the Customer subscribes to receive from Graphisoft, all software code underlying and forming part of Archicad and any improvements, enhancements, modifications or adaptations to Archicad and BIMcloud SaaS.
8.3 Graphisoft does not claim ownership of any intellectual property rights in relation to the information or content that the Customer and the Users may create using Archicad or BIMcloud SaaS in any form (“Customer Data”), however the Customer agrees to grant Graphisoft a non-exclusive, worldwide, sub-licensable, transferable and royalty free license to use, copy, retain, reproduce, distribute or disclose the Customer Data for the Graphisoft’s Support Services.
8.4 By submitting Customer’s information to Graphisoft at the Graphisoft Webshop in connection with its order, Customer consents to such information being processed to fulfill the order and in accordance with Graphisoft’s PPS and PICS, Graphisoft SE’s Privacy Policy and the Reseller’s Privacy Policy Customer acknowledges and agrees that the Reseller shall transfer the Customer’s billing information (including company name, address and relevant tax details) to Graphisoft for the purposes of performing this Agreement by Graphisoft or Graphisoft SE, together with the EULA and, while the Customer maintains its Archicad Subscription or BIMcloud SaaS. Graphisoft may use, process and transfer this information in accordance with its PPS and PICS for the purposes of fulfilling the EULA and this Agreement and for the purposes set forth in Graphisoft SE’s Privacy Policy. Customer agrees to obtain and grant any authorizations required by law to the transferring of any billing information qualifying as personal data to Graphisoft and by Graphisoft to Graphisoft SE. By accepting this TOS the Customer also accepts Graphisoft transfers the Customer’s Contact Data to the relevant Service Partner for the purposes of providing the Product Support Services and to Graphisoft SE for the purposes of providing the Webshop Support Services.
8.5. Special provisions applicable to BIMcloud SaaS.
8.5.1 You are entitled to upload to Your BIMcloud Tenant only Content that is either Your own intellectual property or for which You have an appropriate valid license from the copyright owner to upload it to Your BIMcloud Tenant according to this TOS. You shall bear full liability for any and all Content uploaded by You. If Graphisoft or Graphisoft SE has reasonable grounds to suspect that any Content uploaded by You may infringe copyright or other applicable laws, Graphisoft or Graphisoft SE may remove it without Your consent and without prior notice. Graphisoft or Graphisoft SE may also terminate the BIMcloud User Accounts of Users with repeat infringements.
8.5.2 By accepting this TOS You accept that Graphisoft and Graphisoft SE are each entitled to access and analyze any Content for the purposes of improving BIMcloud SaaS and troubleshoot errors in it.
8.5.3 You retain ownership of all intellectual property rights that You have to the Content, You upload to Your BIMcloud Tenant, subject to the rights granted to Graphisoft and Graphisoft pursuant to this TOS. You hereby declare that You hold all those rights and authorizations regarding Your Content which You upload to Your BIMcloud Tenant. Access to and sharing of Your Content and Your personal information remains at all times in Your control, as enabled by BIMcloud SaaS 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
(i) You have a good faith belief that the use of the Content is not authorized by the copyright owner.
(ii) You are the copyright or intellectual property owner, or You are authorized to act on the copyright or intellectual property owner’s behalf.
(iii) In the event of removal of Content in these circumstances, Graphisoft and Graphisoft SE shall have no responsibility of any kind and You are not entitled to any indemnification.
8.5.4 You acknowledge that You do not have the right to use, reproduce, create derivative works of, distribute, publicly perform and publicly display Content submitted by other Users of BIMcloud SaaS, except as permitted by the owner of such Content.
8.5.5 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 BIMcloud SaaS.
9. GENERAL LIMITS AND PRACTICES
9.1 You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Product/Service or any components thereof for any purpose whatsoever.
9.2 You may not unlock or otherwise attempt to discover the source code or underlying algorithms of the software operating the Product/Service or attempt to do any of the foregoing in relation to the object code of the Product/Service.
9.3 You may not use the Product/Service for development, compilation, debugging and similar design-time purposes.
9.4 You are expressly prohibited from adapting, modifying, translating or creating any derivative works based in whole or in part of the Product/Service or the related software, and from merging the software operating the Product/Service into any other software.
9.5 You may not copy any materials accompanying the Service.
9.6 You are expressly prohibited from dividing or reselling Your right to use the Product/Service or the license related thereto and reselling part(s) of it.
9.7 You may use all elements of the Product/Service or any Content as integral components thereof exclusively for the purposes of performing the functionalities of the Product/Service set forth by Graphisoft.
9.8 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.
9.9 You are prohibited from circumventing or supplying a system in order to circumvent the protection methods of the Product/Service and using the Product/Service in any other unauthorized manner.
9.10 You expressly acknowledge that the breach of any provisions of this section 9 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.
9.11 You acknowledge that Graphisoft makes all best economically reasonable efforts to provide the Service 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 the terms of this TOS, but there may be instances when the Service cannot be provided in uninterrupted manner. In particular, there may be maintenance activities scheduled in advance or necessary to be carried out on emergency basis. Graphisoft makes all efforts to notify you on any and all pre-scheduled maintenance works affecting or limiting the Service.
9.12. You acknowledge that Graphisoft may establish general practices and limits concerning the use of the Service, 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 Service in a given period of time. Graphisoft makes all reasonable efforts to ensure the continuous availability of the Service but interruptions may occur due to scheduled maintenance or for other reasons. You agree that Graphisoft and Graphisoft SE have no responsibility or liability for the interruption of the Service and any loss of Your Content. You acknowledge that Graphisoft or Graphisoft SE may cancel Your use of the Products/Services if it infringes any practices and limits established by Graphisoft or Graphisoft SE. You further acknowledge that Graphisoft reserves the right to modify these general limits and practices at any time.
9.13 In order to avoid any loss of data and ensure data security, Graphisoft and Graphisoft SE strongly recommend creating daily, offline backups of Your Content and/or Customer Data.
9.14 You explicitly acknowledge and accept the transfer of this Agreement from Graphisoft to Graphisoft SE or to its direct affiliate any time. The details of the transfer and the revised terms and conditions will be communicated to You in a transfer notice either by Graphisoft or Graphisoft SE. 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 Services provided under this Agreement, or any other material term thereof (for example you have to re-register your credit card at the new Service Partner’s place of establishment) with 90 days prior notice.
10. CONTENT STORAGE
10.1 Graphisoft operates the Products and Services 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. In particular Graphisoft and Graphisoft SE make best efforts to operate data centers and place the Customer’s BIMcloud Tenant in the data center located nearest to the Customer’s shipping country. For instance, BIMcloud as a Service processes the data (project, management and personal data) of German and Austrian customers on our cloud provider’s – Google Inc. – infrastructure in the European Union based on the signed data processing agreement with this provider. U.S. based Customers’ data is stored in the United States. Please note that the third-party subcontractors (such as for example Google) 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 at purchasesupport@graphisoft.com.
11. WARRANTIES, LIMITATION OF LIABILITY
11.1. Graphisoft hereby warrants for the benefit only of Customer regarding the Products that (a) it owns or holds the necessary rights to perform this Agreement, (b) it has and will maintain the full power and authority to grant the right to use the Products/Services without the further consent of a third party; and (c) the Products/Services will be delivered in a reasonable manner applicable to industry standards.
11.2. Exclusion of Warranties. THE EXPLICIT WARRANTIES STATED IN SECTION 11.1 ARE GRAPHISOFT’S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE PRODUCTS/SERVICES AND OTHER MATERIALS DELIVERED OR OTHERWISE FURNISHED BY GRAPHISOFT UNDER THIS AGREEMENT. GRAPHISOFT DOES NOT WARRANT THAT THE PRODUCTS/SERVICES, OR ANY OTHER MATERIALS WILL MEET CUSTOMER’S REQUIREMENTS, BE FREE FROM VIRUSES 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.
11.3. 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 Product or (ii) to re-provide the Service or the defective part thereof, where written notice of such breach, specifying the defect, is furnished to Graphisoft during the warranty period of 90 days from Product/Service delivery.
11.4. 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 CUMPOLSURY RULES OF APPLICABLE LAW.
11.5. SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION 11, GRAPHISOFT’S LIABILITY FOR DAMAGES WILL BE SUBJECT TO A TOTAL AGGREGATE LIABILITY CAP OF ONE (1) TIME THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER TO GRAPHISOFT IN THE TWELVE (12) 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-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
11.6. SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION 11, IN NO EVENT WILL GRAPHISOFT, GRAPHISOFT SE 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.
11.7.THE LIMITATIONS STATED IN SECTION 11 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.
11.8 Any content, materials, information or software downloaded or otherwise obtained through Your use of the Products is done exclusively at Your own discretion and risk. Graphisoft and Graphisoft SE, with the exception of liability due to gross negligence and willful acts, shall have no responsibility for any damage to Your computer system or loss of data that results from the download of any content, materials, information or software.
11.9 Graphisoft and Graphisoft SE reserve the right to unilaterally make changes or updates to the Product/Service, discontinue them temporarily or permanently, modify any terms of this TOS at any time with or without notice. You agree that Graphisoft and Graphisoft SE shall not be liable for any modification or suspension of the Product/Service and not be liable to You or anyone else for any negative effect deriving from such measures. The continuous use of the Products/Services qualifies as Your acceptance of these measures and modifications.
12. TERMINATION, REACTIVATION, REFUND
12.1. Special Provisions applicable to BIMcloud SaaS.
12.1.1 On behalf of the Customer, the Contract Manager may terminate the BIMcloud SaaS Subscription at any time up to 24 hours prior to the Billing Date by using the ‘Cancel Subscription’ function on the Graphisoft Webshop. Termination will take effect at the end of the current pre-paid period.
12.1.2 Starting as of the first day the cancellation takes effect the Service runs in a limited operation mode for additional 2 (two) weeks (“Cancellation Period”). As a special and deviating provision from sections 12.3.2. and 12.4.b. bellow, during the Cancellation Period, the Customer is able to access the BIMcloud Tenant but the BIMcloud SaaS cannot be used by any individual Users on behalf of the Customer, other than the Customer’s primary BIMcloud Administrator, who will continue to have access to the BIMcloud SaaS exclusively for Content export purposes.
12.1.3 During the Cancellation Period, the Contract Manager may reactivate the BIMcloud SaaS on behalf of the Customer. The Customer’s Contract Manager shall receive a notification each 7 (seven) days and 1 (one) day prior to the end of the Cancellation Period about the possibility of reactivation and the effects of the Service cancellation. The reactivation shall take place after the reactivation fee, as provided for in the Graphisoft Webshop, is processed successfully. The starting date of the reactivated BIMcloud SaaS shall be the reactivation date indicated on the Graphisoft Webshop and the BIMcloud SaaS term shall be one month or one year period of time respectively. In case of reactivated BIMcloud SaaS associated with other Subscription(s) the Term of the BIMcloud SaaS shall be synchronized with the existing Subscription(s).
12.1.4 If Reactivation is not ordered on before 24:00 hours Central Europe Time (CET) of the last day of the Cancellation Period, the BIMcloud Saas is terminated and all BIMcloud User Accounts and the BIMcloud Tenant and all stored Customer Content will be deleted.
12.2. Special Provisions applicable to Archicad Subscription.
12.2.1 On behalf of the Customer, the Contract Manager may terminate the Archicad Subscription at any time up to 24 hours prior to the Billing Date by using the ‘Cancel Subscription’ function on the Graphisoft Webshop. Termination will take effect at the end of the current pre-paid period.
12.2.2 If the Customer’s EULA is terminated for breach by Graphisoft, then this Agreement will also automatically terminate without any further notice with the same effective date, without any legal consequences for Graphisoft or Graphisoft and without the repayment of any Fees already paid by Customer. After the date of termination, You may access any content, including Your intellectual property, created by Archicad by using the Demo Mode of Archicad described in the EULA.
12.2.3 Graphisoft may terminate Customer’s Archicad Subscription at any time by giving the Customer 180 days’ notice of termination if Graphisoft SE notifies Graphisoft on the termination/discontinuation of the affected Subscription Product/Service. In such case this Agreement will terminate without any legal consequences for Graphisoft or Graphisoft SE and with the repayment of the Fees already paid falling for the remaining part of the current Term. After the date of termination, You may access any content, including Your intellectual property, created by Archicad by using the Demo Mode of Archicad described in the EULA.
12.3. Provisions applicable to all Products and Services available on Graphisoft Webshop:
12.3.1. Graphisoft may terminate this Agreement:
a) in the case described in section 12.2.3 above; or
b) 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 five days of receiving notice requiring the breach to be remedied. Parties consider in particular but not limited the following provisions as material: sections 2.6. (Data), 4.2.2. (Trial Archicad Subscription), 7 (Fees), 9 (Intellectual Property, Licensing and Data), 10 (General Limits and Practices), 15 (Indemnity), 19.3 (Assignment).
12.3.2. In the event of termination by Graphisoft, Graphisoft SE, none of them shall have responsibility of any kind and You are not entitled to any indemnification for loss or damages suffered. In case of termination of this Agreement for any reasons Graphisoft and Graphisoft SE cease to store Your Content starting from the date of termination and Graphisoft and Graphisoft shall delete all Your Contents without any legal consequences. You agree not to hold the Graphisoft and/or Graphisoft liable for loss or damages resulting from such deletion of Your Content.
12.3.3 Each Party is entitled to terminate the Agreement under any of the following causes for termination without any consequences:
(i) any request by a law enforcement agency, regulator or government authority to pause, cease or terminate any service to be provided by the Graphisoft and/or Graphisoft SE under this Agreement; or
(ii) the Product/Service no longer offered by Graphisoft.
12.4 Upon termination of this Agreement:
a) any outstanding amounts due to Graphisoft will become immediately due and payable;
b) Graphisoft will cease to provide, and the Customer will cease to have any entitlement to, the Product/Service and any Support Services.
12.5. Refund Terms:
12.5.1 If you would like to request a refund for your Archicad Subscription:
- upload your software protection key(s) containing the Archicad license(s) back to the company pool using the License Manager tool.
- send an email to customer support (purchasesupport@graphisoft.com) with the following information:
- e-mail address of the contract manager (who made the purchase),
- invoice number,
- the reasons for dissatisfaction with our services
- the serial number(s) of the Archicad software protection key(s).
12.5.2. If you would like to request a refund for the BIMcloud SaaS subscription:
- if you are requesting a full refund, remove all your data from the BIMcloud tenant.
- send an email to customer support (purchasesupport@graphisoft.com) with the following information:
- e-mail address of the contract manager (who made the purchase),
- invoice number,
- the reasons for dissatisfaction with our services
- the domain name of the BIMcloud tenant.
12.5.3. Only natural persons are entitled to refund. Natural persons are entitled to submit their refund request in compliance with these Terms and within 14 days from the purchase the latest both in case of monthly and annual purchases. Please note that the refund request is complete only if your protection key is uploaded.
13. SPECIAL RULES APPLICABLE TO CONSUMERS
13.1 Each party acknowledges that the goods and services provided by the Graphisoft are supplied mainly for Customer’s trade, business, craft or professional use and in such case the provisions of the Act CLV of 1997 on Consumer Protection do not apply. Anyway, the domestic use is not forbidden, in this case You are a “consumer” under the sec. 8:1.§(1) point 3 of the Civil Code (Act V of 2013), You will enjoy any right provided by the applicable law as pointed out in section 23 hereinafter.
13.2 Graphisoft will give the Customer all reasonable assistance where the Product or the Service is not in accordance with Graphisoft’s warranty. Graphisoft does not give, and explicitly disclaims any other warranties, whether express or implied, including warranties of fitness for a particular purpose, merchantability and non-infringement of third parties’ rights, to the maximum extent allowed by the applicable rules of law.
13.3 There may be factors beyond the Graphisoft’s control affecting the ultimate success of the use to which the Product or the Service and the Support Services are being provided. Consequently, these terms replace all other representations and warranties (statutory, express, written or oral) and all such representations and warranties (except any which cannot lawfully be excluded) are expressly excluded.
13.4 With the exception of gross negligence and willful acts, Graphisoft and Graphisoft SE 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 or Content, or inability to use, however caused, arising out of, resulting from or in conjunction with
(i) the performance or non-performance of this TOS, the Product or the Service and the Support Services,
(ii) Your access to, or use of, or uploading of Content or downloading through the use of the Products, or
(iii) infringement of intellectual property rights of a third person or unauthorized right use of personal data by a User including without limitation uploading the Contents to other websites.
13.5 Graphisoft’s liability for any breach of this Agreement relating to supply of the Support Services is limited, at the option of Graphisoft, to
(i) re-supply of the relevant Support Services; or
(ii) payment to the Customer of the any amount(s) paid by the Customer specifically for the relevant Products in the preceding 12 months period.
13.6 Graphisoft and Graphisoft SE will not be liable for any claim, loss or damage arising from or in connection with the Service, its operation, performance (or non-performance) or claims relating to it.
13.7 Graphisoft’s and Graphisoft SE’s liability for any other breach of this Agreement or otherwise howsoever, with the exception of gross negligence and willful acts shall not exceed the total consideration payable to the Graphisoft by Customer for the particular product and/or service in dispute.
14. INDEMNITY
14.1 As a condition of use of the Product/Service, You agree to indemnify Graphisoft and Graphisoft SE, and their directors, officers, employees, agents and Your Service Partner from and against any and all liabilities, expenses (including attorneys’ fees) and damages arising out of claims resulting from Your use of the Product/Service, including without limitation any claims alleging facts that if true would constitute a breach by You of these TOS.
15. TRADEMARK AND OTHER INTELLECTUAL PRORPERTY INFORMATION
15.1 The trademarks and other intellectual property owned by Graphisoft and Graphisoft and by third parties made available through the Product or the Service are protected by applicable rules of laws. To the maximum extent permitted by applicable laws, Graphisoft, Graphisoft SE and other intellectual property owners reserve all rights to their trademark/intellectual property not expressly granted hereunder. If You copy or use all or any portion of the trademarks/intellectual property available through the Product or the Service in non-compliance with any of the terms of this TOS, any applicable End User License Agreement or any other terms and conditions of Graphisoft or Graphisoft SE, You are violating trademark or other intellectual property law, and You may be liable to Graphisoft, Graphisoft SE and other intellectual property owners for damages, and You may also be subject to criminal penalties.
15.2 Graphisoft, Archicad, BIMcloud, and BIMx are trademarks of Graphisoft (Záhony u. 7., H-1031 Budapest, Hungary). All rights reserved worldwide. Unless otherwise specified, the following notice applies to all Contents of this Site: Copyright © 2018 Graphisoft SE. Záhony u. 7., H-1031 Budapest, Hungary. All rights reserved worldwide.
16. PERSONAL INFORMATION
16.1 Each User’s privacy is very important for Graphisoft and Graphisoft SE. Graphisoft and Graphisoft SE designed their Privacy Policies to make important disclosures about how Users can use the Product or the Service and how Graphisoft and Graphisoft SE shall collect and can use the User’s content and information.
16.2 Pursuant to the applicable law in force concerning the protection of personal data, by entering into this Agreement You accept that Your personal data will be collected and processed by Graphisoft and Graphisoft SE for the purpose related to the performance of this Agreement, including the fulfillment of Your obligations, such as those related in particular but not limited to Graphisoft’s and Graphisoft SE’s intellectual property rights. You expressly acknowledge that Your personal data 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, in order to prevent unlicensed use of the Product or the Service. For the above purposes Your personal data can be communicated to third parties (Graphisoft’s, consultants, sub-contractors in particular the relevant Service Partner), either to other European Union or extra-EU States, pursuant to the scope of this Agreement and any applicable law. Graphisoft and Graphisoft SE reserve the right to communicate Your personal data to the competent legal authority if required to do so to defend its right before civil and criminal courts, or to execute an order of the competent judicial authority. As the Customer of the Product or the Service, You have the right to access the personal data processed by Graphisoft and Graphisoft SE, to obtain the updating or rectification of such data. You have also the right to obtain the deletion of any personal data that have been processed unlawfully.
16.3 If applicable, Customer shall ensure that the Customer’s employees who are Users shall obtain the information required by law and shall give their consent required by the applicable rules of law to the collection, processing, transfer and usage of his/her personal information by Graphisoft and Graphisoft SE.
16.4 The rights and obligations related to Graphisoft’s and Graphisoft SE’s data collection, use, transfer, handling, processing are set forth in Graphisoft and Graphisoft SE Privacy Policies constituting an inseparable part of this Agreement.
16.5. By entering into this Agreement, You expressly agree and give Your consent that Graphisoft shall transfer Your billing information (Customer Name, Country, City, Postcode, County, Address, VAT Number) indicated in this Agreement to the Reseller and to Graphisoft SE for and during the term of this Agreement. Graphisoft may – in compliance with its PPS and PICS – use, process and transfer this information for the purposes of fulfilling the Agreement and for the purposes set forth in Graphisoft SE’s Privacy Policy.
17. LINKS TO OTHER SERVICES, WEBSITES AND APPS
17.1 The Graphisoft Webshop may enable the Customer to access other applications and websites. Even though these applications and websites are accessible through the Graphisoft Webshop, they are not owned and controlled by Graphisoft. Any links to third party websites are provided for convenience only, and the inclusion of any link does not imply that the Graphisoft endorses or verifies such websites. Graphisoft and Graphisoft SE are not responsible or liable for any loss or damage incurred as a result of Customer’s access to those applications and websites.
17.2 The Customer’s use of and access to third party applications and websites will be governed by the terms and conditions and privacy policies governing those applications and websites. When accessing a third-party website or application, it is recommended that the Customer reads the third party’s terms and conditions and privacy policy.
18. GENERAL PROVISIONS
18.1 Notices. Any notices to be given under this Agreement must be in English language and sent by email to:
· if addressed to the Graphisoft, to purchasesupport@graphisoft.com;
· if addressed to the Customer, to the email address provided during the account registration process at Graphisoft Webshop.
With respect to all notices, Parties communicate with each other in English language. Notices shall be deemed to be received at the time of sending, unless sent outside Normal Business Hours in which case they shall be deemed to be received at 9:00 am (GMT) on the next Business Day of the addressee.
18.2 Language. The English version of this Agreement will be the governing version used when interpreting or construing this Agreement. Any translations thereof shall exclusively be provided for information purposes without any binding force and in no event shall Graphisoft be liable for any direct, indirect, incidental, special or consequential damages or damages whatsoever resulting from any incorrect, incomplete translations.
18.3 Assignment, Sub-contracting. Graphisoft may unilaterally assign, this Agreement, or any of its rights or obligations under this Agreement, to any third party without the Customer’s prior written consent. Customer may assign its rights arising from this Agreement only upon obtaining Graphisoft’s prior written agreement. The Customer acknowledges that Graphisoft may sub-contract the performance of its obligations under this Agreement without first obtaining Customer consent.
18.4 Modification. 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.
18.5 It is the intention of both parties to work in good faith to the accomplishment of the objectives that form the basis of this Agreement.
18.6 If any term of this Agreement is illegal, invalid or unenforceable, the rest of the terms shall remain otherwise in full force apart from such provisions, which shall be deemed deleted.
19. FORCE MAJEURE
19.1 Graphisoft, Graphisoft SE and the Service Partners are not liable to You or to any other person for failure to perform or any delay in the performance of the Product or the Service due to any force majeure event, such as for example, pandemic (COVID), natural disaster, acts of God, actions of any government agency, riot, strike, explosion, fire, flood, interruption of transportation, acts of war, terrorism, labor disputes or the stability or availability of the Internet or a portion thereof.
20. LAW AND JURISDICTION
20.1 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.
20.2. 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.
21. YOUR RIGHTS AS CONSUMER
If You are a “consumer” under the section 8:1§(1) point 3 of the Civil Code (Act V of 2013), the following provisions will apply to the Agreement between You and Graphisoft:
21.1 We hereby inform You that the withdrawal right is excluded pursuant to the section 29.§(1) a. of the Hungarian Government Decree no.45 of 2014 if the use of the Product/Service is started with Your express consent.
21.2 In case of dispute, the jurisdiction applicable will be the place where the consumer is resident or has his domicile of choice.
21.3 We hereby inform You that as consumer you can apply to the European ADR portal, pursuant to the section 12 of the EU Directive 2013/11/UE through this link.
Approval under the section 6:78.§(2) of the Hungarian Civil Code (Act no. V of 2013):
In accordance with, and for the effects of, article 6:78 (2) of the Hungarian Civil Code (Act no. V of 2013), I hereby declare to have thoroughly read all the terms and condition under the Agreement hereto and to specifically accept and approve the provisions under the following sections: 2.4 (Unilateral revision of applicable documents by Graphisoft), 2.5 (Disclaimer related to the Graphisoft Webshop); 3.1 and 3.2. (Automatic Renewal and Terms harmonization); 7 (Due Payments); 10.1 (Content Storage); 11 (Warranties, Limitations of liability); 12.3.1 (Termination due to unfair use); 14.1. (Indemnity); 18.3 (Assignment prohibition); 18.4 (Limitation of liability due to unilateral amendment of the contract); 18.2. (Language); 20 (Applicable Law and competent jurisdiction).