United States site instead?TERMS OF SERVICE
IN SUBJECT OF EDUCATIONAL COOPERATION
This Terms of Service in subject of Educational Cooperation („TOS”) contains the terms and conditions applicable to Graphisoft’s educational cooperation program between GRAPHISOFT SE PRIVATE EUROPEAN COMPANY LIMITED BY SHARES, seated at Graphisoft Park 1, Zahony utca 7, H-1031 Budapest, Hungary; registered under registration number Cg. 01-20- 000001 by the Municipal Court, Budapest, Hungary; hereinafter referred to as Graphisoft” and the EDUCATIONAL INSTITUTION indicated on the registration form, previously filled in and saved by the EDUCATIONAL INSTITUTION, and made available at https://myarchicad.graphisoft.com/.
IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS TOS, SUBMIT THE REGISTRATION FORM FILLED OUT WITH THE PROPER DATA. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS TOS, YOU WILL NOT BE ELIGIBLE TO PARTICIPATE IN THE GRAPHISOFT EDUCATIONAL COOPERATION PROGRAM.
GRAPHISOFT and EDUCATIONAL INSTITUTION hereinafter together referred to as the Parties, individually also as the Party – under the following terms and conditions:
PREAMBLE
WHEREAS, GRAPHISOFT is the manufacturer of software products and as such is entitled to make available Graphisoft products and services as well as provide free of charge education version of certain Graphisoft products for selected group of end users.
WHEREAS, the EDUCATIONAL INSTITUTION wishes to use Graphisoft products and services in accordance with this TOS.
WHEREAS, the Parties intend to deepen their cooperation into several areas in relation to Graphisoft Products and Services.
ARTICLE 1 – SUBJECT OF THE COOPERATION
1.1. The GRAPHISOFT hereby provides the EDUCATIONAL INSTITUTION, and EDUCATIONAL INSTITUTION hereby is granted the educational license versions of the Graphisoft product(s) – collectively: „EDU Licenses”- made available by Graphisoft, via electronic means, to the INSTITUTION’s contact person indicated on the registration form.
1.2. EDUCATIONAL INSTITUTION agrees to use the EDU Licenses exclusively in scope of its educational and teaching activities and allows their use exclusively by the Institution’s teaching staff and enrolled students („collectively: „the Permitted Users”) in full compliance with this TOS and the Graphisoft License Agreement attached to the EDU License electronically (“EULA”), exclusively for the Purpose. The Purpose means using the EDU License exclusively for non- commercial purposes such as learning, education or research. The Purpose excludes, without limitation, any use of the EDU License in connection with a product (including software) or service (including training services) which is sold, transferred, offered for sale, assigned, licensed, leased, loaned or rented.
1.3. The EDU License may be used on several computers in parallel.
1.4. The EDUCATIONAL INSTITUTION agrees to provide any and all certifications and evidence for Graphisoft upon request in relation to the use of the Permitted Users being in full compliance with this TOS and the EULA. If Graphisoft finds any non-compliance of the usage by either the EDUCATIONAL INSTITUTION or any of the Permitted Users, Graphisoft is entitled to cancel the use of any or all of the EDU Licenses with immediate effect and claim compensation for damages from the EDUCATIONAL INSTITUTION or the actual user.
1.5. Parties agree that EDUCATIONAL INSTITUTION shall, during the term of this TOS:
a) provide marketing and promotion opportunities at events for Graphisoft products and services according to GRAPHISOFT’s instructions;
b) provide appropriate appearance for Graphisoft and Graphisoft products on the EDUCATIONAL INSTITUTION’s website, marketing materials;
c) use the EDU Licenses in the EDUCATIONAL INSTITUTION’s curricula;
1.6. Exclusively for the purposes of the activities set forth in section 1.3. above, the EDUCATIONAL INSTITUTION shall have the right to use the Graphisoft Trademarks in the form and in the manner specified by the GRAPHISOFT. The Graphisoft Trademarks are sent via e- mail to the EDUCATIONAL INSTITUTION.
1.7. EDUCATIONAL INSTITUTION shall be responsible to comply with the system requirements necessary to the installation and running of the EDU License at its own risk and expense.
ARTICLE 2 – OWNERSHIP AND USE OF THE LICENSED PRODUCTS
2.1. EDUCATIONAL INSTITUTION expressly accepts that nothing in this Agreement shall give EDUCATIONAL INSTITUTION any right, title or interest in or to the LICENSED PRODUCTS other than pursuant to the license granted hereby.
2.2. EDUCATIONAL INSTITUTION shall ensure and be liable for the usage of the EDU Licenses being compliant with this TOS and the EULA, in particular but not limited to making available the EDU Licenses exclusively for Permitted Users and for the Purpose.
ARTICLE 3 – DURATION OF LICENSE AND TERMINATION
3.1. This TOS is in effect for and the license(s) granted herein shall be effective for two (2) years starting from the date of accepting this TOS by the EDUCATIONAL INSTITUTION.
3.2. Both parties may terminate this Agreement with thirty (30) days written (e-mail) notice to the other party at any given time without reasoning (termination without cause).
3.3. In the event that any Party breaches any provision of this TOS, the other Party shall have the right to immediately terminate this Agreement, upon written (e-mail) notice to the other Party (termination for cause).
3.4. In addition, both parties shall have the right to immediately terminate this Agreement, or any or all licenses granted herein, upon written (e-mail) notice to the other party in the event of a winding-up, sale, consolidation or merger where the party in question is not the survivor, or any sequestration by governmental authority of such party.
3.5. Upon the expiration or termination of this TOS for any reasons, EDUCATIONAL INSTITUTION agrees to (i) promptly discontinue all use of EDU Licenses and/or the Graphisoft Trademarks, (ii) destroy or deliver to the GRAPHISOFT any marketing related materials. Upon the expiration or termination of this TOS for any reasons, the EDU licenses shall be usable only in DEMO mode.
ARTICLE 4 – LIABILITY, INDEMNIFICATION
4.1. EDUCATIONAL INSTITUTION agrees to compensate Graphisoft for all damages arising out of or in connection with the infringement of this TOS or any provision of the EULA by EDUCATIONAL INSTITUTION or by any of the Permitted Users.
ARTICLE 5 – GENERAL AND CLOSING PROVISIONS
1. Intellectual Property, Branding. The EDU License is the property of Graphisoft and its licensors. For the detailed rules on INTELLECTUAL PROPERTY, BRANDING, please read Graphisoft’s Intellectual Property Notice available at https://www.graphisoft.com/legal.
2. Legal documents. This TOS is to be construed and applied together with other Graphisoft legal documents such as, in particular but not limited to, Graphisoft’s Privacy Policy, constituting inseparable part of this TOS, which are available at https://www.graphisoft.com/legal. Any terms and conditions of this TOS and all other applicable legal documents may be modified unilaterally by Graphisoft without prior notice without any legal or financial consequences for Graphisoft. EDUCATIONAL INSTITUTION is responsible for regularly reviewing these terms and conditions. Continued use of the EDU License following any such changes shall constitute EDUCATIONAL INSTITUTION’s acceptance of such changes.
3. Acceptance. By accepting this TOS the EDUCATIONAL INSTITUTION expressly declares and confirms that the person accepting this TOS on behalf of the EDUCATIONAL INSTITUTION has the full power and capacity to represent the EDUCATIONAL INSTITUTION 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.
4. Anti-Bribery. Both Graphisoft and the EDUCATIONAL INSTITUTION 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. EDUCATIONAL INSTITUTION will use reasonable efforts to promptly notify Graphisoft if EDUCATIONAL INSTITUTION becomes aware of any circumstances that are contrary to this acknowledgment.
5. Privacy. EDUCATIONAL INSTITUTION expressly acknowledges that EDUCATIONAL INSTITUTION and the Permitted Users’ personal data processed under this TOS 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 personal data. 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 EDU License. For the above purposes 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 TOS 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 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. Data subjects have the right to access the personal data processed by Graphisoft, to obtain the updating or rectification of such data. Data subjects 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 data subjects oppose the erasure of your data, data subjects have the right to obtain from Graphisoft the restriction of processing.
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 TOS available at https://www.graphisoft.com/legal/privacy-policy.
6. Invalidity. If any part or provision of this TOS 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 TOS shall remain in full force and effect.
7. Governing Law. This TOS 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 TOS are subject to the mandatory rules of applicable law.
8. 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.
9. Independent Contractors. The Parties are independent contracting parties. Neither Party has, or will hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. The Parties’ relationship in connection with this TOS will not be construed as a joint venture, partnership, franchise, employment, or agency relationship, or as imposing any liability upon either Party that otherwise might result from such a relationship.
10. Language and Notices. The English version of this TOS will be the governing version used when interpreting or construing this TOS. 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, Parties communicate with each other in English language through their contact persons via email to the e-mail addresses indicated by the EDUCATIONAL INSTITUTION at registration. All notices related to this TOS addressed to Graphisoft shall be sent to [email protected] while addressed to the EDUCATIONAL INSTITUTION to the e-mail addressed provided on the registration form.
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