1. LICENSE

1.1. By accepting the terms of this Agreement, You expressly declare and confirm that You have the full power and capacity to represent Yourself, Your employer and/or the entity on behalf of which You are acting (if any). Should this declaration prove to be false, You shall be responsible and liable in person for all obligations under the Agreement.

1.2. The Software covered by this Agreement is provided to You free of charge exclusively for the following purposes: assisting the user to leverage the productivity of design work. The Software is a machine-based system that operates with varying levels of autonomy, that may exhibit adaptiveness after deployment, and that infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions (“Output”), irrespective of how the system is being provided, for example, via applications, products, services, or in the form of Artificial Intelligence (AI) as a service.

1.3. This Agreement constitutes a non-exclusive, non-transferable, non-sublicensable, limited license for You to use the enclosed Software and associated documentation, together with the upgrades, updates, new versions, and fixes provided to You by Graphisoft at Graphisoft's sole discretion. The Software is licensed, not sold, to You exclusively for Your own use under the terms and conditions of this Agreement.

1.4. The Software is owned by Graphisoft and protected by all applicable copyright laws. To the maximum extent permitted by applicable laws, Graphisoft reserves all rights to the Software not expressly granted hereunder and to any reproduction of the Software including its documentation, logos, trademarks, icons, and interface in whole or in part. If You copy or use all or any portion of the Software without entering into this Agreement or obtaining the prior written permission of Graphisoft or in non-compliance with any of the terms of this Agreement, You are violating copyright or other intellectual property law, and You may be liable to Graphisoft and its licensors in particular for damages, and You may be subject to criminal penalties.

1.5. In order to use Your copy to the software, You acknowledge that You need to have a valid Graphisoft ID and authenticate Your software copy regularly as required by Graphisoft during the term of this Agreement, to be obtained from Graphisoft athttps://graphisoftid.graphisoft.com.

2. INTERNET-BASED AND NON-INTERNET BASED SERVICE COMPONENTS

2.1. The Software may contain components that enable and facilitate the use of certain Internet-based and non-Internet based services. You acknowledge and agree that Graphisoft may automatically check the operation mode, version of the Software and/or its components,  the cloud license serial number (if any), and the related services that You are utilizing in order to check that You are utilizing the Software according to its purpose, and may provide upgrades, fixes or additional services to the Software in order to advance lawful and improved operation thereof at Graphisoft's sole discretion. Graphisoft shall not be liable for any loss of data or malfunctioning of the Software occurring in connection with Graphisoft's conduct under this paragraph.

2.2. The Software may contain technological measures that are designed to prevent and detect unlicensed use of the Software. Utilizing the Software, You will also install these technical protection measures (hereinafter the "TPM") used by Graphisoft or its foreigner suppliers to collect, transmit and use for law enforcement purposes technical data from Your computer (hereinafter the "Technical Data") in order to prevent and detect unlicensed use of the Software and enforce Graphisoft's intellectual property rights.

2.3. You hereby expressly accept that Graphisoft or its assignee will use TPM to confirm that You have a legally licensed copy of the Software and that You use the Software according to the terms and conditions of this Agreement.

3. INFORMATION AND CONSENT TO USE OF PERSONAL DATA

3.1. Software status checking if You are a natural person

3.1.1. The Software collects and sends to Graphisoft certain data of the Software, such as the localization and operation mode (such as Commercial, Beta, Technology Preview, Trial, NFR, Educational) of the Software.

3.1.2. Purpose of the data processing: to identify available compatible Software updates to the Software.

3.1.3. Legal base of data processing: processing is necessary for the performance of a contract to which the data subject is party (point b. of Article 6(1) GDPR). If You are an entity, then no personal data is collected.

3.1.4. Duration of the data processing: the term of Your license or maximum 3 (three) years following the end of the last term of the Software license.

3.2. Graphisoft ID login

3.2.1. When User signs up to the Software, then the User's Graphisoft ID (first name, last name, email address) together with certain technical data (e.g. timestamp, city/country location) is provided to its identity management and license management service provider (www.10Duke.com) to verify the eligibility for the service. No other personal data is transferred to Graphisoft or other parties.

3.2.2. Graphisoft processes personal data only when authenticates Your Graphisoft ID.

3.2.3. The collected data is pseudonymous.

3.2.4. Legal base of data processing: if the User is an entity, then the contact data are processed based on the legitimate interest of Graphisoft (point f. of Article 6(1) GDPR), while if the User is a natural person the legal base is the performance of a contract to which the data subject is party (point b. of Article 6(1) GDPR).

3.5.5. Duration of data processing: as long as it is necessary to reach the data processing purposes.

3.3. Cloud Licensing

3.3.1. For subscriptions, Graphisoft uses its identity management and license management service provider (www.10Duke.com) as data processor.

3.3.2. 10Duke collects Graphisoft ID registration data and license information to verify your eligibility for the use of Graphisoft products.

3.3.3. Legal base of the data processing: if You are a natural person the performance of the contract b. of Article 6(1) GDPR; if You are an entity the legitimate interest of Graphisoft under point f. of Article 6(1) GDPR.

3.3.4. Duration of the data processing: as long as you have a valid Graphisoft ID.

3.4. Usage log: when using the Software, it collects data on the time, frequency of use of each Software function; hardware, software, product information and some personal identification data (such as Graphisoft ID, Company Graphisoft ID, hardware ID, User ID and Project ID, Google Analytics App-instance ID, City and Country of user) and sends it to Graphisoft. Users agree that the Software will automatically send usage log files to Graphisoft. Therefore, User is required to regularly work in an on-line environment. (i.e. connected to the internet). The purpose of the data processing is to collect feedback on and assess how the User uses the software, its functionalities, new features, malfunctions in order to improve the software and create solutions to common problems. The legal base of the data processing is the performance of contract if the User is a natural person (GDPR Art. 6.(1) b.) and the legitimate interest of Graphisoft (GDPR Art. 6.(1) f.) if the User is an entity whose employees' personal data is processed.

3.5. Crash report: by accepting this Agreement the User agrees that crash report is an automatic program for reporting bugs, errors, crashes or other incorrect functionality of the Software that sends detailed bug report automatically when the Software crashes or identifies malicious operation.  The Software collects and sends to Graphisoft the personal identifier (user GSID and company GSID), certain data of the hardware running the license (such as hardware component information,  and identifier), the list of Software components and their versions, applications ran at the time of and technical data related to the crash of the Software (for example the operational action when the defect occurred, content of the memory, running system processes, system variables, system component versions, system time, computer name, login name of the User) The purpose of the data processing is the identification of defects occurring during the testing of the Software, obtaining environment data necessary to the reproduction of the defects. The term of the data processing is limited to the necessary period of time but maximum 3 years after the termination of this Agreement. The legal base of the data processing is the performance of contract if the User is a natural person (GDPR Art. 6.(1) b.) and the legitimate interest of Graphisoft (GDPR Art. 6.(1) f.) if the User is an entity whose employees' personal data is processed. The natural person type of Users voluntarily contacts Graphisoft as data controller when entering into this Agreement.

3.6. By using the Software You agree that Graphisoft SE shall be entitled to collect, store, and/or use the Prompts, Output, and other data and information relating to Your use of the Software (Usage Data), such as statistics, performance metrics, project, product and business information, to improve the performance and functionality of the Software and enhance and train the underlying AI models and improve other products and services. In order to improve their systems, workflow and products, Graphisoft SE may also share these data within Nemetschek Group, which is contractually agreed. Graphisoft shall not use the afore-mentioned data for the training of any AI models in a not anonymized or in any other unauthorized manner.

3.7. Matters related to data processing not provided for in this Agreement shall be regulated by Graphisoft's Privacy Policy available at https://graphisoft.com/info/legal/privacy_policy/.

4. LICENSE PARAMETERS

4.1. Each software has its particular file format. Consequently, plans and designs prepared using each license of the Software cannot be opened by previous or future Software versions.

4.2. Each license to the Software can be installed and used exclusively with valid Software license:

4.3. You may use the Software on a single computer at a time.

4.4. You may make one copy of the Software in machine-readable form as a back-up.

5. RESTRICTIONS

5.1. You accept that You need to participate actively in the consultation and testing process organized by Graphisoft related to the Software. If for whatever reason You are unable, or cease, to comply with these terms You must immediately terminate this Agreement as set out in the section TERMINATION.

5.2. You may not sell, loan, distribute, cede, sublicense, rent or lease or otherwise transfer or assign the right to use the Software, nor transfer or provide access to it by network for commercial use, either in whole or in part without the prior written consent of Graphisoft.

5.3. You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Software for any purpose whatsoever.

5.4. You may not unlock or otherwise attempt to discover the source code or underlying algorithms of the Software or attempt to do any of the foregoing in relation to the object code of the Software.

5.5. You may not use the Software for development, compilation, debugging and similar design-time purposes.

5.6. You are expressly prohibited from adapting, modifying, translating, or creating any derivative works based in whole or in part on the Software, and from merging the Software into any other software.

5.7. You may not copy any written materials accompanying the Software.

5.8. You are expressly prohibited from dividing Your license and reselling part(s) of it.

5.9. You may use all elements of the Software as integral components thereof exclusively for the purpose of performing the Software's functionalities set forth by Graphisoft.

5.10. You are prohibited from circumventing or supplying a system in order to circumvent the TPM of the Software and using the Software in any other unauthorized manner.

5.11. In case of infringement of any provisions of this chapter, you expressly acknowledge that it constitutes material breach of this Agreement giving the right to Graphisoft to immediately terminate this Agreement, and Graphisoft will take the necessary measures in order that the infringement be terminated and to enforce your compliance with the above provisions. In addition, Graphisoft shall be entitled to enforce payment for its damages as well as other rights and claims under the governing laws in force resulting from your breach of this Agreement.

6. TERMINATION

6.1. This Agreement remains in effect until it is terminated.

6.2. Upon termination You must destroy the Software and all copies of it. Under no circumstances will Graphisoft be liable for any claims and/or damages.

6.3. Graphisoft may terminate this Agreement with immediate effect without notice following breach of any part of the Agreement. The actual or attempted violation of any of the provisions of Section 4 (LICENSE PARAMETERS) or Section 5 (RESTRICTIONS) or Section 10 (ARTIFICIAL INTELLIGENCE) shall be a material breach of this Agreement giving the right to Graphisoft to terminate this Agreement with immediate effect.

6.4. Upon termination by Graphisoft You are obliged to compensate Graphisoft for its damages and expenses occurring in connection with the breach of this Agreement and Graphisoft shall be entitled to enforce other rights and claims under the governing laws in force.

6.5. In the case of termination for any reason, under no circumstances will Graphisoft be liable for reimbursing the price of the Software (if any) or for any other damages.

7. LIMITED WARRANTY

7.1. The limited warranty period commences on the date when You first installed the Software.

7.2. You understand that the Software may have errors and may produce unexpected results. You agree that any use of the Software, will be entirely at Your own risk. You agree to back up data and take other appropriate measures to protect Your programs and data. You agree not to allow any third party to use the Software on Your or other computer hardware and thereby You indemnify and hold Graphisoft harmless for any damages or claims arising from any use by a third party.

7.3. TO THE MAXIMUM EXTENT PERMITTED BY THE MANDATORY RULES OF APPLICABLE LAW THE SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY WARRANTY, EXPRESSED OR IMPLIED, AS TO ITS CONFORMITY TO OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL PERFORM UNINTERRUPTED AND WITHOUT ERRORS. GRAPHISOFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE DESIGNS, SIMULATIONTS, CALCULATIONS, ETC. CREATED WITH SOFTWARE BEING COMPLIANT WITH APPLICABLE RULES AND STANDARDS, QUALITY, COMPLETENESS, NON-INFRINGEMENT OR PRECISION OF THE SOFTWARE'S FUNCTIONS. THE SOFTWARE COULD NOT BE TESTED FOR EVERY USAGE SITUATION THUS IT ONLY ASSISTS YOU IN YOUR DESIGN, CALCULATION ACTIVITIES AND THUS IT IS YOUR RESPONSIBILITY TO CHECK THE OUTPUTS OF THE SOFTWARE FOR ACCURACY AND COMPLETENESS.

7.4. No advice or information given by Graphisoft employees, its partners, resellers, agents, or consultants shall constitute a warranty by Graphisoft or extend the warranty in this Agreement. This Agreement and the warranty provided herein may only be modified by a written amendment signed by a duly authorized executive officer of Graphisoft.

7.5. To the maximum extent permitted by the mandatory rules of applicable law  Graphisoft excludes its liability for any loss or damages whatsoever, including but not limited to loss of data, damages for lost income, business interruption, loss of business information, or other special, incidental, consequential, exemplary, multiple, or indirect damages or other pecuniary loss, arising from the use or misuse of the Software, or otherwise under this Agreement, even if Graphisoft or its employees, resellers, or agents have been advised or should have known of the possibility of such damages. In no event will Graphisoft's aggregate liability for any breach of this Agreement, use of the Software or otherwise, exceed the amounts actually paid by You to Graphisoft for this copy of the Software, except as otherwise required by applicable statutory law.

7.6. You accept and confirm that the price of the Software (if any) or the free of charge provision of the Software and the conditions of this Agreement advantageous to You hereof have been determined in consideration of the above provisions on limited warranty.

8. CONFIDENTIAL INFORMATION

8.1. You acknowledge that access to and use of the Software will require that You be given confidential trade secret information. Specifically, You agree that the characteristics, performance, and potential shipment date of the Software, the Software and any associated documentation, and this Agreement are all confidential information and constitute trade secrets of Graphisoft (hereinafter this information is referred to as "Confidential Information"). You acknowledge that this Agreement will obligate Graphisoft to make such Confidential Information available to the necessary extent to You.

8.2. You acknowledge that any disclosure of Confidential Information to third persons could cause serious harm to Graphisoft and, as an essential term and condition of Your access and use of the Software, You agree not to disclose any Confidential Information to any person or organization until the earlier of (a) the date on which Graphisoft first makes this information publicly available, or (b) the date on which Graphisoft makes available to the general public the commercial version of the Software, or (c) twelve months after the date of accepting this Agreement by You ("Non-Disclosure Period"). During the Non-Disclosure Period, You agree not to disseminate, publish, or otherwise communicate any review, account, description or other information concerning the Software, except directly to Graphisoft or with the express prior written consent of Graphisoft.

8.3. If You are an employee of a company, partnership or other trading entity, You agree to take all reasonable steps to ensure that the employees, officers, and other colleagues guard against and prevent disclosure of the Confidential Information and that You and they will act in accordance with the confidentiality provisions of this Agreement. You further agree that You will make information available only on a strictly "need-to-know" basis.

9. OWNERSHIP OF LOADED CONTENT, THIRD-PARTY MATERIALS, SERVICES

9.1. All title, ownership rights, and proprietary rights in and to the information and other content (e.g. commercial and third-party add-ons) loaded into the Software from any electronic media or Internet by operation of the Software (collectively, "Content") is the property of the applicable Content owner, including, without limitation, Supplier, its affiliates, and any Internet Content providers ("Content Providers"). This Agreement does not give You ownership or any other rights with respect to any such Content and Graphisoft does not undertake any liability for any such Content.

9.2. You accept that the use of some Graphisoft products and some third-party materials and services included in or accessed through the Software are subject to other terms and conditions found in separate license agreement(s) located athttps://graphisoft.com/licenses, which You also accept by accepting the terms and conditions of this Agreement.

9.3. You accept that the use of some Graphisoft and some third-party materials, software and services accessed, used with the help of the Software, may be subject to other terms and conditions found in separate license agreement(s) not appearing at the link indicated above, for which Graphisoft does not assume any liability. Graphisoft also does not assume any liability for the co-operation of the Software with third-party materials, software, and services or for the operation and use of third-party materials, software, and services.

9.4. You accept that your use of Content downloaded from the "BIM Components" WEB Portal available athttps://BIMcomponents.com, either through a WEB browser or directly from the Software, is subject to the Terms & Conditions of the "BIM Components" WEB Portal and separate license agreement(s) located at https://www.graphisoft.com/licenses, which You also accept by accepting the terms and conditions of this Agreement. Graphisoft does not assume any liability for the co-operation of the Software with the BIM Components WEB Portal.

10. SPECIAL PROVISIONS REGARDING ARTIFICIAL INTELLIGENCE

10.1. Using the Software.The Software allows the User to submit text, information, voice, files (e.g. Excel, Word, PDF) and/or image inputs (“Prompts“), converse with an online computer-powered chatbot, have User’s device and software checked, receive recommendations and suggestions for IT and other related issues, and allow the Software to take certain actions on User’s device and software. User hereby represents, warrants and covenants that User shall use the Software only (i) in a lawful manner and in compliance with all applicable laws; (ii) in accordance with this Agreement; and (iii) in a manner that does not infringe or attempt to infringe, misappropriate or otherwise violate any of our rights or those of any other person or organization (including, without limitation, intellectual property rights, and proprietary and privacy rights).

10.2. By using the Software, User agrees: (i) not to engage in activity that is harmful to User or others or otherwise cause harm to devices, software, individuals, organizations (including User’s organization or User’s MSP, if applicable), any community or society; (ii) not to engage in activity that is harmful to GRAPHISOFT or the Software, including bot/scraping behaviours, malicious software, technical attacks, excess usage, prompt-based manipulation, and other off-platform abuses; (iii) not to engage in activity that violates the privacy of others, including, without limitation, disclosure of personal information or taking photographs or video/audio recordings of others without their consent for processing of an individual’s biometric identifiers/information using the Software; (iv) not to engage in activity that is fraudulent, false, or misleading; (v) not to infringe on the rights of others; (vi) not to upload or include any sensitive content or data in a Prompt such as but not limited to, personal data and trade secrets; (vii) not to use Software to create or share inappropriate content or material. User shall not generate defamatory, libelous, harassing, abusive, or hateful content. Software may not be used to create or share adult content, violence or gore, hateful content, terrorism and violent extremist content, glorification of violence, child sexual exploitation or abuse material, or content that is otherwise disturbing or offensive; (viii) not to use the Software to circumvent, disable or otherwise interfere with security-related features and passwords or impersonate others; (ix) not to use the Software or any Output to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, the Software and/or our products and services; and (x) not to do anything illegal; (xi) engaging in any activity that has a high risk of physical or economic harm; and/or (xii) represent that Output was human-generated when it was not. Software may block any Prompts or Outputs that violate this Agreement, or that are likely to lead to the creation of material that violates this Agreement. Images or text that violate this Agreement may be removed at our sole discretion. Abuse of the Software, such as repeated attempts to produce prohibited content or other violations of this Agreement, may result in service or account suspension and/or cancelation. In the event of intentional or unintentional inclusion of sensitive data, such as personal data and/or trade secrets in the Prompts, Graphisoft shall not be liable for the use and storage of such data. Subject to the Customer's compliance with this Agreement, the Customer is responsible for all content and must ensure that it does not violate any applicable law, ethical standards or the terms of this Agreement.

10.3. Content.GRAPHISOFT does not claim ownership of Prompts, or any other content the User provide, post, input, or submit to, or receive from, Software (including feedback and suggestions). User will need to make User’s own determination regarding the intellectual property rights User may have in output content and its commercial usability. User warrants and represents that User or User’s organization owns or otherwise controls all of the rights to User’s content as described in this Agreement including, without limitation, all the rights necessary for User to provide, post, upload, input or submit the content. 

10.4. To the maximum extent permitted by law, GRAPHISOFT shall have no liability to User with respect to the Prompts and or any answer, suggestion, recommendation, communication, action, device and software health checks and diagnostics, result or any other output created or action taken by the Software (“Output”), including, without limitation, liability with respect to: (i) any information (including User’s confidential information) contained in or apparent from any Prompt and/or the Output or User’s reliance thereon; (ii) any claims, copyright infringement or infringement by a third party in relation to or in connection with the Prompt and/or the Output; and/or (iii) any device or software check, test, examination and any action taken by the Software.

10.5. User warrants, represents and covenants that: (i) User owns or has a valid and enforceable license or appropriate basis and all the necessary rights to use, submit or transmit all the Prompts and use the Software; (ii) that no Prompt or Output (as defined below) infringes, misappropriates or violates or will infringe, misappropriate or violate, the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction; and (iii) User shall not disseminate or distribute the Prompts or Output in breach of any applicable law or third party’s intellectual property rights or other rights. Notwithstanding anything to the contrary, User hereby grant GRAPHISOFT and its affiliates a worldwide, non-exclusive, royalty-free, paid-up, irrevocable right and license to copy, process, create derivative works of, modify, adapt, and otherwise use Prompts and the Output (in any media, now known or hereafter developed): (A) during the term of this Agreement, for the purpose of providing the services under this Agreement (such as providing, administering, and maintaining the Software; and (B) on a perpetual basis for the purpose of generally improving GRAPHISOFT’s services, enhancing the Software and GRAPHISOFT’s products and services (such as developing new features and functionalities) provided that the Prompts are anonymized, de-identified or pseudonymized.

10.6. No Guarantees; No Representations or Warranties; Indemnification by You. User acknowledges and agrees that artificial intelligence and machine learning are rapidly evolving fields, and that, given the probabilistic nature of artificial intelligence and machine learning, use of the Software may in some situations result in incorrect Output and/or the Output may not be unique across users and the Software may generate the same or similar Output for different users of the Software and that the Output may derive from a variety of sources (including, third party AI tools and providers). User is solely responsible and liable for evaluating and verifying (including without limitation by human review) the Output as being suitable and appropriate use. GRAPHISOFT recommends User to carefully test, review, and vet the Output before use or another implementation.

11. GENERAL AND CLOSING CONDITIONS

11.1. General provisions.

11.1.1 This License Agreement DOES NOT give You the right to any technical support for, or upgrades to, the Software which Graphisoft may offer from time to time. Graphisoft may, at its option and as part of its sales and marketing policy, make such technical support and upgrades available to registered users of the Software under terms to be determined from time to time by Graphisoft or its Partners.

11.1.2. You accept that the Software may have time and/or functionality limited components, which may be used in their full functionality in case of purchase of the relevant license(s).

11.1.3. This Agreement constitutes the full, complete agreement between You and Graphisoft concerning the Software and supersedes all prior agreements and understandings, either written or oral. Unless otherwise communicated to You by Graphisoft in writing, the conditions of this Agreement shall apply to the installation and use of additional functions of the Software and to the repair of the Software's installation.

11.1.4. In order to use and manage the  Cloud license, You acknowledge that You need to have a valid Graphisoft ID, to be obtained from Graphisoft athttps://graphisoftid.graphisoft.com.

11.1.5. To activate and use the Cloud license you need an internet connection.

11.1.6. After activating the Cloud license, the user can use the license on a machine without internet connection for a limited time period but must be online periodically (as defined by Graphisoft) to renew the license.

11.1.7. A Cloud license can only be used on one machine at a time; no concurrent use is allowed.

11.1.8. Only the latest program versions (starting from Software Start Edition 2024) support cloud licensing. You will not be able to launch the former versions of the software, but project files created with the former versions can be opened with the new version.

a, Mark a license on an offline machine as unused in the server-side registry and activate it on a new machine.

b, To share the Graphisoft ID name and password with others to use the program from several machines in parallel with one license.

11.2. Intellectual Property, Branding. The Software and the Services and Benefits offered to Customer under this Agreement are proprietary of Graphisoft and its licensors. For the detailed rules on INTELLECTUAL PROPERTY, BRANDING, please read Graphisoft's Intellectual Property Notice available at https://graphisoft.com/legal.

11.3. Legal documents. This Agreement is to be construed and applied together with other Graphisoft legal documents such as, in particular but not limited to, Graphisoft's Privacy Policy, constituting inseparable part of this Agreement, which are available at https://graphisoft.com/legal. Any terms and conditions of this Agreement and all other applicable legal documents may be modified unilaterally by Graphisoft without prior notice to Customer without any legal or financial consequences for Graphisoft. Customer is responsible for regularly reviewing these terms and conditions. Any amendments made by Graphisoft cannot be unreasonable or significantly detrimental for the Customer.

11.4. Acceptance. By entering this Agreement, the Customer expressly declares and confirms that the person accepting this Agreement on behalf of the Customer has the full power and capacity to represent the Customer 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.

11.5. Anti-Bribery. Both Graphisoft and the Customer 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. Customer will use reasonable efforts to promptly notify Graphisoft if Customer becomes aware of any circumstances that are contrary to this acknowledgment.

11.6. Trade and Sanctions. In the context of this Agreement:

11.6.1. each Party shall comply with all economic, trade and financial sanctions laws, regulations, embargoes and/or restrictive measures administered ("Sanctions"), as well as all export and import control laws and regulations ("Trade Controls") enacted or enforced by the governments of Hungary, the European Union, and any other relevant country;

11.6.2. Customer represents and covenants on a continuing basis that neither it nor its subsidiaries, affiliates, parties which directly or indirectly own or control it, directors, employees nor Customer's Users are or will be designated on any applicable Sanctions and/or Trade Controls restricted parties list;

11.6.3. Graphisoft represents and covenants on a continuing basis that neither it nor its subsidiaries, affiliates, employees, nor the parties which directly or indirectly own or control it are or will be designated on any applicable Sanctions and/or Trade Controls restricted parties list;

11.6.4. The license and Graphisoft products and services are made available on conditions that they shall not be sold, transferred, released, exported, provided or used by Customer and/or Customer's Users (i) for any purpose or any activity which is prohibited or restricted by Sanctions and/or Trade Controls and (ii) to any country or territory subject to jurisdiction wide Sanctions including without limitation at the date of this Agreement North Korea, Iran, Syria, Sudan, Cuba, Crimea & Sevastopol and other Ukrainian territories annexed by Russia. Customer and Customer's Users are solely liable for any Content in compliance with applicable Sanctions and/or Trade Controls;

11.6.5. each Party undertakes to immediately notify the other Party in writing if it receives any notice of, or becomes aware of, any violation of this Section 11.6;

11.6.6. notwithstanding anything to the contrary, either Party shall have the right to (i) suspend the use of the licensed software; or (ii) terminate this Agreement immediately if any of the provisions of this Section 11.6 are breached and in both (i) and (ii) cases (iii) seek indemnities from the Party which has breached the relevant provisions for any direct losses incurred.

11.7. Audit. You hereby agree that - in addition to any other license compliance checking set forth in this Agreement or elsewhere - Graphisoft has the right to carry out remote, electronic audit and/or physical audit by visiting You at the premises where You use the Software upon 7 (seven) days prior written notice in order to check Your records, systems, facilities to verify that Your use of the Software is fully in line with the provisions of this Agreement and with the applicable rules of law. Graphisoft may also appoint a third party to exercise its audit rights. You hereby agree to fully cooperate with Graphisoft in order to successfully perform the audit among others by providing Graphisoft with all requested information and documents. You also ensure to bring your use of the software in line with this Agreement (including but not limited to due payment of the applicable fees, acceptance of license terms, etc.) as contained in the result of the audit. In case of any non-compliances revealed by the audit related to your use of the software You shall reimburse the fees to Graphisoft arising from the performance of the audit at Graphisoft.

11.8. Privacy. You expressly acknowledge that You and Your authorized users' personal data processed under this Agreement will be processed, either manually or with the help of electronic or automated means, in such a way as to minimize, by means of suitable security measures, the risk of unauthorized access or disclosure of Your data. Your personal data will be processed during the term of this Agreement in relation to its purposes, also in order to prevent unlicensed use of the Software. For the above purposes Your personal data can be disclosed to third parties (service providers, consultants, collaborators, a list of which is available from within the Privacy Policy), either to other EEA or third countries, pursuant to the scope of this Agreement and any applicable law. In the event of any data transfer to third countries, Graphisoft always uses suitable safeguards (such as the standard contractual clauses adopted by the European Commission) to ensure adequate protection of personal data. Graphisoft reserves the right to disclose Your personal data to the competent legal authority if required to do so to enforce or defend its rights or legitimate interests before civil and criminal courts, regulatory bodies, or to execute an order of the competent judicial or regulatory authority. As End User of the Product, You have the right to access the personal data processed by Graphisoft, to obtain the updating or rectification of such data. You also have the right to obtain the erasure of any personal data if, for instance, such data has either been processed unlawfully or is no longer necessary for the purposes for which they were collected or otherwise processed. In certain cases, such as when the processing is unlawful and you oppose the erasure of your data, you have the right to obtain from Graphisoft the restriction of processing. You also have the right to receive the personal data concerning you, which you provided to Graphisoft, in a structured, commonly used and machine-readable format and have the right to transmit that data to another controller. If you consider that the processing of your personal data by Graphisoft infringed the GDPR, please contact us first at [email protected]; Graphisoft SE Business Compliance Manager; Záhony utca 7. Budapest, H-1031 Hungary so we can remedy the issue. Of course, in such cases you also have the right to lodge a complaint with the Hungarian Data Protection and Freedom of Information Authority (http://naih.hu/) or another data protection supervisory authority, in particular in the Member State of your habitual residence, place of work or place of the alleged infringement.

11.9. Modifications. GRAPHISOFT may modify or update the Software at any time (including its features, functionality, user interface, user experience, or any combination of these or other aspects).  Subject to the requirements of law, GRAPHISOFT may limit, suspend, or terminate User’s use of the Software at any time without notice and for any reason, including (without limitation) if User breach this Agreement, if GRAPHISOFT suspects User are engaged in fraudulent, malicious, harming, breaching or illegal activity, or if User’s access is suspended or closed by us or by User’s organization. You agree that Graphisoft shall not be liable to you or anyone else for any negative effect deriving from such modifications.

11.10. Entire Agreement. This Agreement, together with any applicable appendices (including any other terms referenced in any of those documents), constitutes the full, complete agreement between Customer and Graphisoft concerning the Software, the Services and Benefits and supersedes all prior agreements and understandings, either written or oral. Unless otherwise communicated to Customer by Graphisoft in writing, the conditions of this Agreement shall apply to the installation and use of additional functions of the Software and to the repair of the Software's installation.

11.11. Invalidity. If any part or provision of this Agreement is found to be contrary to law by a competent jurisdiction, that part or provision shall be enforced to the maximum extent allowed, and the remaining Agreement shall remain in full force and effect.

11.12. Governing Law. This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by the laws of Hungary without regard to the conflicts of law provisions of any jurisdiction. All provisions of this Agreement are subject to the mandatory rules of applicable law.

11.13. 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 (Agreement 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.

11.14. 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 Agreement 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.

11.15. Language and Notices. 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. With respect to all notices, Parties communicate with each other in English language through their contact persons via email to [email protected] related to the License Agreement.