GRAPHISOFT FORWARD
AGREEMENT

IMPORTANT

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE "I ACCEPT" BUTTON, YOU INDICATE YOUR ACCEPTANCE OF THE GRAPHISOFT FORWARD AGREEMENT ("AGREEMENT") INCLUDING THE LIMITED WARRANTY, PERSONAL DATA HANDLING AND DISCLAIMERS. THIS IS A GENERAL TERMS AND CONDITIONS APPLIED BY GRAPHISOFT TO ALL OUR CUSTOMERS. THE GRAPHISOFT FORWARD AGREEMENT IS ENTERED BETWEEN ON THE ONE HAND BY

GRAPHISOFT SE (registered address: Záhony utca 7, Graphisoft Park, Budapest H-1031, Hungary; Company registration number: Cg. 01-20-000001 registered by the Municipal Court Budapest (Hungary); EU VAT number: HU13615556) hereinafter referred to as “Graphisoft” –

and the Customer (Graphisoft and Customer together are referred to as the “Parties”, individually as the “Party”) as of the Effective Date under the following terms and conditions.

1. SUBJECT OF THIS AGREEMENT

1.1. Graphisoft - through its agents and assignees including the Selling Entity and the Service Provider - make Graphisoft Forward available to Customer according to the terms and conditions of this Agreement and in particular the Service and Benefits Eligibility List attached in Appendix 1 to this Agreement. For the detailed rules on the SUBJECT OF THIS AGREEMENT please click here.

1.2. The Services and Benefits are to be delivered to Customer by Selling Entity and/or Service Provider as designated by Graphisoft.

1.3. The actual Services and Benefits contained in Graphisoft Forward being available for the Customer are determined by the Selling Entity from whom the Customer purchases Graphisoft Forward.

1.4. Any and all additional Extension(s) to Graphisoft Forward acquired by the Customer during the Service Term shall be governed by the terms and conditions of this Agreement, without the need of entering into any other agreement with Graphisoft. By acquiring any such additional Extension, Customer undertakes to be bound by such specific term(s) applicable to such Extension.

1.5. Subject to the terms and conditions of this Agreement, Customer is hereby granted the non-exclusive, non-transferable right to access and use the Services and Benefits included in Customer’s Graphisoft Forward during the Service Term in accordance with the limitations specified in this Agreement and the terms of all applicable appendices hereto.

1.6. Graphisoft Forward becomes available to Customer on the Activation Date.

2. USE OF SERVICES AND BENEFITS

2.1. In order to any of the Services and Benefits, listed in Appendix 1, is to be available to Customer, Customer must have the current version(s) of Product and have a valid Company GRAPHISOFT ID during the entire Service Term. Customer shall be responsible for connecting the GRAPHISOFT IDs of all its Users to Customer’s Company Account and keep the list of such GRAPHISOFT IDs constantly updated. For the detailed rules on the USE OF SERVICES AND BENEFITS please click here.

2.2. It is Customer’s responsibility to ensure that the Services and Benefits belonging to Customer’s Graphisoft Forward are exclusively accessed and enjoyed by their authorized Users only. In order for Graphisoft to be able to provide Customer with the Services and Benefits belonging to its Graphisoft Forward at a reasonably expected professional level and economically, Customer must cooperate with Graphisoft and/or with the appointed Service Provider(s) in the successful delivery of such Services and Benefits to the Customer.

2.3. Customer and Customer’s Users are solely liable for any Content, for maintaining the confidentiality of the Customer Account and any and all of the User accounts (if any), including the related passwords. The Users and the Customer remain fully liable for any access to and use of the Customer Account and/or any User accounts (if any), whether the access have been authorized or not. It is the Users' and the Customer's responsibility to take adequate precautionary measures in respect of the Customer Account and any User accounts (if any) and related passwords, and to immediately notify Graphisoft of any loss or unauthorized disclosure or use of any Customer Account and/or any User accounts (if any) and related passwords.

3. SERVICE FEES

3.1. Customer shall pay Service Fees to the Selling Entity based on (i) the type of Graphisoft Forward selected and (ii) the number of Product licenses they acquire and/or own at any time during the Service Term. For the detailed rules on the SERVICE FEES please click here.

3.2. For the avoidance of doubt, Customer is required to acquire and maintain Graphisoft Forward and pay the related Service Fees for all the Product licenses they acquire and/or own at any time during the Service Term (excluding Legacy Products and non-Forward Products).

3.3. Service Fees are determined by and may be changed by the sole discretion of the Selling Entity.

3.4. In case of delay of more than 5 (five) days of payment of any due Service Fee or any part of it, as indicated by the Selling Entity to Graphisoft, the rendering of all the Services and Benefits will be suspended or limited until full payment. If payment is not made fully until the commencement of the respective Renewal Service Term, then Graphisoft is entitled to terminate Customer’s use of the Services and Benefits with the last day of the running Service Term.

4. LIMITED WARRANTY, LIMITED LIABILITY

4.1. Except for the Services and Benefits specified in Appendix 1, which are provided to Customer "AS-IS" and without warranty of any kind, Graphisoft hereby warrants for the benefit only of Customer that: (a) it owns or holds the necessary rights to each and every component and feature of the Services and Benefits, (b) it has and will maintain the full power and authority to grant the right to use the Services and Benefits without the further consent of a third party; and (c) the Services and Benefits will be performed in a reasonable manner applicable to industry standard. GRAPHISOFT DOES NOT WARRANT THAT THE SERVICES AND BENEFITS, 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/JURISDICTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. For the detailed rules on the LIMITED WARRANTY, LIMITED LIABILITY please click here.

4.2. Exclusion of Warranties. THE EXPLICIT WARRANTIES STATED IN SECTION 5.1 ARE GRAPHISOFT'S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE SERVICES AND BENEFITS AND OTHER MATERIALS DELIVERED OR OTHERWISE FURNISHED BY GRAPHISOFT UNDER THIS AGREEMENT. GRAPHISOFT DOES NOT WARRANT THAT THE SERVICES AND BENEFITS, 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/JURISDICTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.

4.3. 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 and Benefits 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 Service delivery.

4.4. 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.

4.5. SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION 5, GRAPHISOFT’S LIABILITY FOR DAMAGES WILL BE SUBJECT TO A TOTAL AGGREGATE LIABILITY CAP OF ONE TIMES (1X) THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER 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.

4.6. SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION 5, IN NO EVENT WILL GRAPHISOFT OR ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES OR LICENSORS, SERVICE PROVIDERS 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.

4.7. THE LIMITATIONS STATED IN SECTION 5 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.

5. TERM AND TERMINATION

5.1. Term of the Agreement

5.1.1. This Agreement will begin on the Effective Date and continues to remain in effect for unlimited period of time. For the detailed rules on the TERM please click here.

5.1.2. Termination of Agreement. Each Party will have the right to terminate this Agreement without legally valid cause (a/k/a “for convenience”) with 30 days’ notice period, provided Customer has no running Graphisoft Forward, the terms and conditions of which are governed by this Agreement.

5.1.3. Termination for Cause. Each Party is entitled to terminate this Agreement for cause upon written notice if the other Party fails to cure any material breach thereof within thirty (30) days after receiving written notice specifying, in reasonable detail, the breach of the other Party.

5.2. Term of Graphisoft Forward

5.2.1. Graphisoft Forward will begin on Order Date and continues to remain in effect for the Initial Service Term. Upon expiration of the Initial Service Term, Graphisoft Forward will renew automatically for subsequent Renewal Service Terms, unless the Customer or the Selling Entity notifies the other party in writing, at least nighty (90) days prior to the end of the then-current Service Term, that it chooses not to renew the running Graphisoft Forward.

5.3. The purchased Graphisoft Forward automatically expires without renewal and without any legal consequences at the end of the Initial Service Term if this Agreement is not accepted by User until the end of the Initial Service Term. In such case any Service Fees paid shall not be repaid.

5.4. Effect of Termination/Expiration of Agreement. Sections 5, 7, 8, 9 and 10 of this Agreement will survive any termination/expiration of this Agreement. The appendices applicable to certain Services may identify additional terms that will survive any termination of this Agreement. Regardless of the basis for expiration or termination of this Agreement, Graphisoft will not be obligated to retain any Customer Data for longer than thirty (30) days after any termination.

6. CONFIDENTIALITY

6.1. Recipient must not use any of Discloser’s Confidential Information for any purpose other than carrying out Recipient’s obligations or exercising its rights under this Agreement (the “Purpose”). For the detailed rules on CONFIDENTIALITY please click here.

6.2. Definition. As used in this Agreement, “Confidential Information” means information and materials provided by the disclosing Party (“Discloser”) to the Party receiving such information or materials (“Recipient”) that (a) are identified as confidential at the time of disclosure, or (b) a reasonable person in the relevant industries should understand to be confidential based on the nature of the information and materials and all other relevant factors. For the avoidance of doubt, Customer’s Confidential Information includes, without limitation, Customer Data and Customer’s non-public business plans, and Graphisoft’s Confidential Information includes, without limitation, pricing terms offered under any Order Form, Graphisoft’s non-public business plans, all non-public aspects of the Graphisoft Technology, and the results of any evaluation of the Service performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

6.3. Purpose. The receiving party: (a) shall not disclose Confidential Information to any employee or contractor of the receiving party unless such person needs access to such information as part of their job and is bound to this confidentiality clause; and (b) shall not disclose Confidential Information to any other third party without the disclosing party’s prior written consent. Further, the receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. The receiving party shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information that comes to the receiving party’s attention. However, the receiving party may disclose Confidential Information if required by law or governmental authority. The receiving party shall give the disclosing party prompt notice (if legally permissible) of any such demand and reasonably cooperate with the disclosing party in any effort to seek a protective order or otherwise to contest such required disclosure, at the disclosing party’s expense.

6.4. Exclusions. Recipient’s obligations under this section do not apply to Discloser Confidential Information that Recipient can prove: (a) is or becomes part of the public domain through no fault of Recipient; (b) is rightfully in Recipient’s possession free of any confidentiality obligation; (c) was independently developed by Recipient without using any Discloser Confidential Information; or (d) is communicated by Discloser to an unaffiliated third party free of confidentiality obligation. Disclosure by Recipient of Confidential Information (i) in response to a valid order or other legal process issued by a court or other governmental body having jurisdiction, (ii) as otherwise required by law, or (iii) necessary to establish the rights of either Party will not breach this Agreement if, to the extent legally permitted, Recipient gives prompt notice and reasonable cooperation so Discloser may seek to prevent or limit such disclosure.

7. PRIVACY, DATA PROTECTION

7.1. Graphisoft will use Customer Data only as permitted by applicable Privacy Laws and this Agreement. For the detailed rules on PRIVACY, DATA PROTECTION please click here.

7.2. Graphisoft will use Customer Data only as permitted by applicable Privacy Laws and this Agreement; provided, however, that if compliance with any Privacy Laws would materially change Graphisoft’s costs or risks in providing Graphisoft Forward via the Selling Entity, or via the Service Provider Graphisoft will have the right to terminate this Agreement upon at least thirty (30) days prior written notice to the Customer, unless Customer and Graphisoft agree in writing within such 30-day period that Graphisoft Forward may be continued to be provided to Customer. In the event of such a termination under this section, Customer’s sole right, and Graphisoft’s sole obligation, will be for Graphisoft to promptly refund to Customer on a pro rata basis any Service Fees paid, which are unused as of the termination effective date. The detailed rules on data processing by Graphisoft related to this Agreement is contained in Graphisoft’s Privacy Policy available at www.graphisoft.com.

8. INTELLECTUAL PROPERTY, BRANDING

8.1. The Services 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 www.graphisoft.com.

9. INDEMNIFICATION

9.1. Graphisoft will defend Customer, its officers, directors and employees from and against any claims asserted by a third party based on an allegation that (a) the Service or (b) the use of the Service in accordance with this Agreement; or (c) Graphisoft’s activities infringe any Intellectual Property Right. For the detailed rules on INDEMNIFICATION please click here.

9.2. By Graphisoft. Graphisoft will defend Customer, its officers, directors and employees from and against any claims asserted by a third party based on an allegation that (a) the Services and Benefits or (b) the use of the Services and Benefits in accordance with this Agreement; or (c) Graphisoft’s activities infringe any Intellectual Property Right (collectively, “Claims”). Graphisoft will also indemnify Customer and its affiliates, independent partners, officers, directors and employees by paying all damages, costs and expenses (including reasonable legal fees and costs) finally awarded by a court of competent jurisdiction, or agreed in a written settlement agreement signed by Graphisoft, arising out of such Claims.

9.3. If (a) any aspect of the Services and Benefits is found by a court or, in Graphisoft’s reasonable opinion is likely to be found by a court, to infringe upon a third party Intellectual Property Right, or (b) the continued use of the Services and Benefits is enjoined, Graphisoft will promptly and at its own expense: (i) obtain for Customer the right to continue using the Services and Benefits in accordance with this Agreement; (ii) modify the item(s) in question to no longer be infringing; or (iii) replace such item(s) with a non-infringing functional equivalent. If, after all commercially reasonable efforts, Graphisoft determines in good faith that options (i), (ii) and (iii) are not feasible, Graphisoft will remove the infringing item(s) from the Services and Benefits and refund to Customer on a pro rata basis any Service Fees paid by Customer for such infringing element(s) that are unused as of the removal date.

9.4. Graphisoft will have no obligation or liability for any Claim under this section to the extent arising from: (i) the combination, operation or use of the Services and Benefits with any product, device, software or service not supplied by Graphisoft to the extent the combination creates the infringement; (ii) the unauthorized alteration or modification by Customer of the Services and Benefits, or (iii) Graphisoft’s or the Services and Benefits’ compliance with Customer's designs, specifications, requests, or instructions in providing the Services and Benefits to the extent the Claim is based on such compliance.

9.5. By Customer. Customer shall defend, indemnify, and hold harmless Graphisoft against any third party claim, suit, or proceeding arising out of or related to Customer’s actual use of, misuse of, or failure to use the Services and Benefits not in accordance with this Agreement.

9.6. Requirements for Indemnification. Each Party’s respective defense and indemnity obligations under Sections 10.1 and 10.2 are contingent upon the other Party: (a) promptly giving notice of the third party claim to the defending/indemnifying Party once the claim is known; (b) giving the defending/indemnifying Party sole control of the defense and settlement of the claim and not compromising or settling the claim without the defending/indemnifying Party’s approval (though the defending/indemnifying Party must not settle such claim unless the settlement unconditionally releases the other Party of all liability and does not adversely affect the other Party’s business or service in a material manner); and (c) making a reasonable effort to provide appropriate information and cooperation to the defending/indemnifying Party in connection with the claim. Nothing in this Section 9 shall restrict or limit the Parties’ general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

10. GENERAL AND CLOSING PROVISIONS

10.1. 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 and the related End User License Agreements and Terms of Services, which are available at https://graphisoft.com/legal. Any terms and conditions of this Agreement and the Service and Benefit Eligibility List 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. Continued use of Graphisoft Forward following any such changes shall constitute Customer’s acceptance of such changes. Any amendments made by Graphisoft cannot be unreasonable or significantly detrimental for Customer. For the detailed rules of the GENERAL AND CLOSING PROVISIONS please click here.

10.2. 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. Customer hereby authorizes the Selling Entity and Graphisoft to create, on behalf of Customer, the Company GRAPHISOFT ID required under Section 2.1. above.

10.3. 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, organisation 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. In the event that 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.

10.4. Graphisoft Trade and Sanctions. In the context of this Agreement:

10.4.1. 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;

10.4.2. 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;

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

10.4.4. Graphisoft Forward is made available on conditions that the services 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. Customer and Customer’s Users are solely liable for any Content in compliance with applicable Sanctions and/or Trade Controls;

10.4.5. 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 10.4;

10.4.6. notwithstanding anything to the contrary, either Party shall have the right to (i) terminate this Agreement immediately if any of the provisions of this section 10.4. are breached and (ii) seek indemnities from the Party which has breached the relevant provisions for any direct losses incurred.

10.5. 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. Each party irrevocably agrees that the courts of Hungary shall have exclusive jurisdiction to settle any such dispute or claim. The United Nations Convention on the International Sale of Goods do not apply to this Agreement.

10.6. Dispute resolution. In the event of any dispute arising from or in connection with the present contract, so especially with its breach, termination, validity or interpretation, the parties exclude the state court procedure and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be 3 (three) and the language to be used in the arbitral proceedings shall be English. The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration.

10.7. Assignment. Graphisoft may unilaterally assign, this Agreement, or any of its rights or obligations under this Agreement, to any third party without the other Party’s prior written consent. Customer may assign its rights arising from this Agreement only upon obtaining Graphisoft’s prior written agreement.

10.8. 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 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.

10.9. Language and Notices. 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. 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 at Company Graphisoft ID for the Customer and forwardlegal@graphisoft.com for Graphisoft respectively.

10.10. Entire Agreement. This Agreement, together with any applicable Appendices (including any other terms referenced in any of those documents), comprises the entire agreement between Customer and Graphisoft regarding the subject matter of this Agreement, and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding such subject matter.

11. For DEFINITIONS used in this Agreement please click here

Unless otherwise defined in this Agreement the following terms shall bear the meaning defined herein below:

11.1. “Activation Date” – the date when both of the following two conditions are met: (i) this Agreement is accepted by the Customer and (ii) the applicable Service Fees have been received by the Selling Entity within the payment term specified on the respective invoice.

11.2. “Agreement” – this Graphisoft Forward Agreement together with all its Appendices and modifications.

11.3. “Announcement Date” - the calendar day when Graphisoft Forward is announced to the Customers and launched by Graphisoft globally. From this date, new Customers and existing Customers without SSA can purchase Graphisoft Forward only.

11.4. “Benefit(s)” – the benefits enlisted in the Service and Benefit Eligibility List attached in Appendix 1 to this Agreement, made available to Customer at https://graphisoft.com/legal. The Benefit(s) may be provided by Graphisoft and/or the Service Provider in its sole discretion to the Customer under the terms of this Agreement and the specific terms applicable to the given Benefit.

11.5. “Content” – any and all information and data uploaded, downloaded, made available or shared in the course of using the Services and Benefits by the Customer and/or the Users.

11.6. “Customer”, “End User”, “Yourself”, “Your” or “You”– the person or entity purchasing Graphisoft Forward and each authorized User accessing the Services and Benefits on behalf of Customer, all of whom are authorized to use the Services and Benefits solely for his/her/its own purposes and not for any further distribution or resale.

11.7. “Customer Company Account” – the account registered by Customer based on Customer’s Company GRAPHISOFT ID in Graphisoft’s systems for the purposes of using Graphisoft products and services.

11.8. “Customer Data" - any data, information or material received from Customer or Customer’s Users in the course of accessing or using the Services and Benefits.

11.9. “Documentation” - shall mean user manuals, release notes, installation notes and other written or electronic documentation that Graphisoft provides or that are incorporated in the Products.

11.10. “Effective Date” – the date when the Customer accepts this Agreement.

11.11. “Eligibility Upgrade” - Unless otherwise instructed by Graphisoft in written form, New Versions are licensed separately and are subject to payment of an additional license fee.

11.12. “End Date” - the last day of the Service Term when Graphisoft Forward is still available to the Customer.

11.13. “Error” - shall mean an error in the Products, which can be reproduced, and which causes the Product not to operate materially as set out in the Documentation.

11.14. “Extension” – the eventuality when Customer is to pay additional Service Fees for the inclusion of either newly purchased additional Product(s) or upgraded Legacy Product(s) under the coverage of Graphisoft Forward.

11.15. "Graphisoft" - GRAPHISOFT SE, Budapest, Hungary (registered address: Záhony utca 7, Graphisoft Park, Budapest H-1031, Hungary), which provides the Customer with the Services and Benefits according to the terms and conditions of this Agreement.

11.16. “Graphisoft Forward” - the Services and Benefits which are made available by Graphisoft to the Customer in accordance with the terms and conditions of this Agreement.

11.17. “GRAPHISOFT ID” – a unique identifier generated by Graphisoft, based on Users’ email addresses, to allow unified login to the various websites managed and services provided by Graphisoft. Each Customer only needs and may use only one Company GRAPHISOFT ID for the purposes of this Agreement.

11.18. “Company GRAPHISOFT ID” – is a Company’s account in the GRAPHISOFT ID system. The Company GRAPHISOFT ID settings are an extension of the personal GRAPHISOFT ID settings of individual users who belong to the Customer.

11.19. “Initial Service Term”– the first term upon Customer’s purchase of Graphisoft Forward, starting from the Order Date and ending on the date as defined in the Purchase Agreement.

11.20. “Legacy Product(s)” – are the licenses to the Product owned by Customer without SSA coverage on Announcement Date.

11.21. “License Parking” – is a service offering forming part of Graphisoft Forward with its specific set of terms and conditions as detailed at https://graphisoft.com/legal).

11.22. “LPM (License Protection Method)” – shall mean any hardware (e.g. Hardware-based Protection Key (Hard Key)) or electronic method (e.g.: Software-based Protection Key (Software Key)) that enables the activation / use of the Product by the End User in full compliance with the End User License Agreement. LPM is determined solely by GRAPHISOFT.

11.23. “New Version” - means a major release of the Product which incorporates a new feature or enhancement to the features of the Product or part of it. Graphisoft’s decision shall prevail in case of disagreement whether a release is an Update or a New Version.

11.24. “Non-Forward Product(s)” – are the Product(s) that do not qualify as a Legacy Product and in the same time Customer selected not to purchase Graphisoft Forward for its company, thus all Products of the Customer are without Graphisoft Forward coverage.

11.25. “Order Date” - calendar day when Graphisoft issued a fulfillment notification to the Selling Entity and in copy to the Customer for information in relation to Customer’s purchase of Graphisoft Forward.

11.26. “Parking Term” – a subset of the Renewal Service Term applicable for Product licenses for which Customer purchased License Parking in lieu of Graphisoft Forward coverage, ending any time during the Renewal Service Term, but not later than on the last day set forth in the Purchase Agreement.

11.27. “Privacy Laws” – includes all laws and regulations regarding data privacy and transmission of personal data that apply to Graphisoft’s and/or Service Provider’s provision of the Services to Customer, in particular but not limited to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“General Data Protection Regulation” or “GDPR”).

11.28. “Product(s)” – means the commercial version of the perpetual software application of Archicad or Solo, produced and distributed by Graphisoft in object code form on any electronic media, together with associated user documentation. The Product is licensed by Graphisoft to the Customer under the terms of the relevant End User License Agreement.

11.29. “Purchase Agreement” – the agreement executed between the Selling Entity and the Customer in relation to the purchase of Graphisoft Forward.

11.30. "Renewal Service Term” – the second or subsequent term after the Initial Service Term, starting on the next calendar day after expiration of the Initial Service Term, ending on the last day set forth in the Purchase Agreement.

11.31. “Selling Entity” – the entity authorized by Graphisoft to resell the Graphisoft Forward to Customers in return of the Service Fee paid by Customer to the Selling Entity.

11.32. “Service(s)” – the services enlisted in the Service and Benefit Eligibility List attached in Appendix 1 to this Agreement, made available to Customer at https://graphisoft.com/legal. The Service(s) are provided by the Selling Entity and/or the Service Provider to the Customer under the terms of this Agreement and the specific terms applicable to the given Service.

11.33. Service Fees" - the non-refundable amounts payable by the Customer in compensation for making Graphisoft Forward available to them for all the Product(s) owned by the Customer at any time during the Term this Agreement.

11.34. "Service Provider" – the (i) Selling Entity if the Selling Entity performs the Services /Benefits to the Customer or (ii) the third party engaged and appointed by Graphisoft for the purposes of providing the Customer with the Service /Benefit or any part thereof if not the Selling Entity performs the Services to the Customer.

11.35. “Service Term”– the Initial Service Term and the Renewal Service Term together the lengths of which is defined by the Selling Entity, but minimum one (1) year.

11.36. “SSA” - The SSA sold by the Selling Entity to the Customer in subject of services to be provided to Customer in relation to the Product(s) before Announcement Date.

11.37. “Transition Period” – the period starting on Announcement Date and ending on the date when a Customer fully transit from the current SSA system to Graphisoft Forward.

11.38. “Update” – shall mean a release of the Product that adds minor functionality to a Product or removes an error from the Product or includes another fix to the then current version of the Product. An Update does not include the New Versions.

11.39. “User” – an individual end-user who is authorized by the Customer to have access to the Services and “Users” shall be construed accordingly.

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APPENDIX 1 – Services and Benefits Eligibility List