ACADEMIC COOPERATION AGREEMENT

TERMS OF SERVICE FOR EDUCATIONAL COOPERATION

This Academic Cooperation Agreement („ ACA“ or „ 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 ACA, 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 ACA, 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 versions of certain Graphisoft products for a selected group of end users.

WHEREAS, the EDUCATIONAL INSTITUTION wishes to use Graphisoft products and services in accordance with this ACA. WHEREAS, the Parties intend to deepen their cooperation in several areas related to Graphisoft Products and Services.

WHEREAS, the terms and conditions for eligibility and permitted use of EDU Licenses are further governed by the Graphisoft Educational License Policy, as published and amended from time to time at myarchicad.graphisoft.com.

 

ARTICLE 1 – SUBJECT OF THE COOPERATION

GRAPHISOFT hereby provides the EDUCATIONAL INSTITUTION, and the EDUCATIONAL INSTITUTION hereby is granted, on a non-exclusive basis, 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. The EDU Licenses do not restrict GRAPHISOFT’s right to use, license, sell, or otherwise exploit the licensed rights itself or through third parties.

1.1. EDUCATIONAL INSTITUTION agrees to use the EDU Licenses exclusively in scope of its educational and teaching activities and allows their use exclusively by the following authorized persons of theinstitution: enrolled students, school pupils, trainees, interns, participants in institutional continuing education programs, teaching staff, lecturers, professors, academic research staff, and freelance instructors engaged by the institution (collectively, “ the Permitted Users”). In the case of organizations eligible under Section 10.3 of the Graphisoft Educational License Policy (applicable in Germany and Austria only), “ Permitted Users” means the employees of the applying organization exclusively. In full compliance with this ACA 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, research, or internal employee training conducted in accordance with Section 10.3 of the Graphisoft Educational License Policy. 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. The sole exception to the foregoing exclusion is internal, non-public training conducted exclusively for an organization’s own employees in accordance with Section 10.3 of the Graphisoft Educational License Policy, provided that a valid Archicad Subscription agreement is in place and all conditions set out therein are met. External or publicly accessible training offerings and all forms of commercial training services remain strictly excluded in all cases.

1.2. The EDU License may be used on several computers in parallel.

1.3. 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 ACA and the EULA. If Graphisoft finds any non-compliance with 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.

1.4. EDUCATIONAL INSTITUTION shall be responsible for complying with the system requirements necessary for 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. Except as expressly provided in the applicable EULA, and to the maximum extent permitted by applicable law, the software is provided “ as is” and “ as available,” and Graphisoft makes no representation or warranty, express or implied, that the software will be uninterrupted, error-free, or meet any particular performance standard.

2.2. EDUCATIONAL INSTITUTION shall ensure and be liable for the usage of the EDU Licenses being compliant with this ACA and the EULA, 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. 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. Except as expressly provided in the applicable EULA, and to the maximum extent permitted by applicable law, the software is provided “ as is” and “ as available,” and Graphisoft makes no representation or warranty, express or implied, that the software will be uninterrupted, error-free, or meet any particular performance standard.

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 reason (termination without cause). In the event that the Party receiving the EDU Licenses materially breaches any provision of this ACA, commits any breach incapable of cure, uses or misuses the EDU Licenses, the Software or the intellectual property of the Party granting the EDU Licenses without authorization, becomes insolvent or subject to bankruptcy, liquidation, dissolution or similar financial distress, or fails to cure any other curable breach within five (5) days after written notice, the Party granting the EDU Licenses the other Party shall have the right to immediately terminate this Agreement, upon written (e-mail) notice to the other Party (termination for cause).

3.3. 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.

3.4. Upon the expiration or termination of this ACA for any reason, the EDUCATIONAL INSTITUTION shall immediately cease all use of the EDU Licenses and shall promptly uninstall and remove the Software, including all copies thereof, from all computers and other devices owned, operated, or controlled by the EDUCATIONAL INSTITUTION. Once completed, the Educational Institution shall confirm the completion to Graphisoft contact person.

ARTICLE 4 – LIABILITY, INDEMNIFICATION

EDUCATIONAL INSTITUTION agrees to compensate Graphisoft for all damages arising out of or in connection with the infringement of this ACA or any provision of the EULA by EDUCATIONAL INSTITUTION or by any of the Permitted Users. To the maximum extent permitted by applicable law, Graphisoft’s aggregate liability arising out of or in connection with this ACA, on any legal or equitable theory, shall not exceed the fees paid or payable to Graphisoft under this ACA during the twelve (12) months preceding the event giving rise to the claim, except for liability that cannot be limited under mandatory law.

ARTICLE 5 – GENERAL AND CLOSING PROVISIONS

Intellectual Property, Branding. The EDU License, the underlying software, technology, documentation, and all related intellectual property, including all modifications, updates, enhancements, derivative works, configurations, and feedback created by or for the licensee in connection with the EDU License, are and shall remain the property of Graphisoft and its licensors. To the extent any such rights do not automatically vest in Graphisoft or its licensors, the licensee hereby assigns them to Graphisoft or its licensors, and the licensee receives only a limited right to use such materials as part of the EDU License. For the detailed rules on INTELLECTUAL PROPERTY and BRANDING, please read Graphisoft’s Intellectual Property Notice available at https://graphisoft.com/legal.

5.1. Legal documents. This ACA is to be construed and applied together with other Graphisoft legal documents, such as, but not limited to, Graphisoft’s Privacy Policy, which constitute an inseparable part of this ACA and are available at https://graphisoft.com/legal. Any terms and conditions of this ACA 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.

5.2. Acceptance. By accepting this ACA, the EDUCATIONAL INSTITUTION expressly declares and confirms that the person accepting this ACA 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.

5.3. 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.

5.4. Privacy. EDUCATIONAL INSTITUTION expressly acknowledges that EDUCATIONAL INSTITUTION and the Permitted Users’ personal data processed under this ACA 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 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 ACA 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 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, and processing, including your subject access rights and rights to legal redress, are set forth in the Privacy Policy, which constitutes an inseparable part of this ACA and is available at https://graphisoft.com/legal/privacy-policy.

5.5. Invalidity. If any part or provision of this ACA 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.

5.6. Governing Law. This ACA 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 conflict of law provisions of any jurisdiction. All provisions of this ACA are subject to the mandatory rules of applicable law.

5.7. 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.

5.8. 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 ACA 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.

5.9. Language and Notices. The English version of this ACA will be the governing version used when interpreting or construing this ACA. Any translations thereof shall be provided exclusively 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 the 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 ACA addressed to Graphisoft shall be sent to [email protected], while notices addressed to the EDUCATIONAL INSTITUTION shall be sent to the e-mail address provided on the registration form.

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