This AGREEMENT is made by and between
GRAPHISOFT SE PRIVATE EUROPEAN COMPANY LIMITED BY SHARES,
address: GRAPHISOFT Park 1, 7 Záhony street, H-1031 Budapest, Hungary;
registered under registration number Cg. 01- 20-000001 by the Municipal Court, Budapest, Hungary; hereinafter referred to as GRAPHISOFT,
|Tax ID Number|
|Registered ID Number|
hereinafter referred to as Developer (also referred to as “You”).
Contact person of the Developer:
GRAPHISOFT and Developer hereinafter referred to together as the Parties, individually as the Party – under the following terms and conditions:
This is an Agreement for partnership and cooperation between Developer and GRAPHISOFT, with the goal to develop the Product as defined in this Agreement using GRAPHISOFT Technology according to the terms and conditions of this Agreement. Developer will do its best to develop and improve the Product to ensure high quality and optimum fit to the software and hardware environment of GRAPHISOFT Technology as defined in this Agreement. Under the terms and conditions set forth in this Agreement, GRAPHISOFT will register Developer as a “GRAPHISOFT Registered API Developer” and provide benefits listed in this Agreement for the purposes of development of the Product.
As used in this Agreement, the following definitions shall apply:
2.1 “Agreement” shall mean this Agreement between GRAPHISOFT and Developer together with all its annexes, modifications, supplements.
2.2 “GRAPHISOFT Application Programming Interface (API) Developer Kit”: shall mean the software environment created and published by GRAPHISOFT, which programmers can use to create Add-ons to GRAPHISOFT Products.
2.3 “Add-on” shall mean a separate component which works in conjunction with GRAPHISOFT Products to provide additional or enhanced functionality. Add-ons include, but are not limited to, plug-ins, extensions and libraries.
2.4 “GRAPHISOFT Products” shall mean the whole or any part of all versions of the software, Add-ons and third party programs developed and released by GRAPHISOFT from time to time, which constitute the exclusive intellectual property of GRAPHISOFT.
2.5 “Confidential Information” shall mean any information relating to or disclosed in the course of the Agreement, which is or should be reasonably understood to be confidential or proprietary to the disclosing party. “Confidential Information” shall not include information (a) already lawfully known to the receiving party, (b) disclosed in published materials, (c) generally known to the public without the infringement of any – in particular copyright, intellectual property – laws, or (d) lawfully obtained from any third party. In particular, but not exclusively, the GRAPHISOFT API Developer Kit and all updated versions thereof, the GRAPHISOFT Technology, any information, data, and software that come into possession of Developer pursuant to this Agreement shall constitute Confidential Information.
2.6 “Product” shall mean the Add-on(s) made or developed by Developer with the help of GRAPHISOFT Application Programming Interface.
2.7 “Product Specification” shall mean the documentation that describes the requested behavior of the Product.
2.8 “GRAPHISOFT Technology” shall mean the software and hardware environment determined from time to time by GRAPHISOFT.
2.9 “Trademarks” shall mean all trademarks, trade names, and logos either owned or used by GRAPHISOFT.
3. Registration of the Developer as GRAPHISOFT Registered API Developer
3.1 By executing this Agreement, the Developer applies to be registered as a GRAPHISOFT Registered API Developer by GRAPHISOFT according to the terms and conditions of this Agreement and the terms and conditions published by GRAPHISOFT from time to time, on its website or otherwise, regarding GRAPHISOFT Registered API Developers
3.2 Registration of the Developer shall be approved by GRAPHISOFT after GRAPHISOFT receives the registration on archicadapi.graphisoft.com duly executed by Developer. By submitting Developer’s registration the Developer accepts that the processing of personal data submitted to the registration shall be processed by GRAPHISOFT for the purposes of and for the time period necessary to the performance of this Agreement. Information on the rights of Developer related to the data processing of GRAPHISOFT can be found in the Personal Data Protection Policy on the website of GRAPHISOFT (www.graphisoft.com).
4. Processing of Contact Data
4.1 Parties state that during the conclusion and the performance of the present Agreement they make available to each other
4.1.1 in case of private person contracting party, the name, address, e-mail address, telephone number, invoice data, bank account number;
4.1.2 in case of legal entity contracting party, name, e-mail address, telephone number, position of the legal representatives;,
4.1.3 and if necessary the data of contact person (name, e-mail address, telephone number, position).
Parties are aware that according to the effective legal regulations providing of the above personal data constitutes as data processing, during which data processing the party receiving the data shall be the “data controller” and the person whose data is provided shall be “data subject”. The data controller shall process the personal data of the data subject indicated in this contract on the legal ground to perform the contract, fulfill the contractual purpose and keep business relationship.
4.2 The Parties undertake that if the person indicated in the contract as a contact person is not a representative of the party providing the data, than the consent of data subject shall be obtained by the relevant contracting party providing the data. The party providing the data warrants that it has due authorization from the data subject to provide the relevant data in the present Contract and shall bear full liability for the same. Any damages resulting from the absence of the consent of the data subject shall be borne by the party obliged to obtain such consent.
4.3 The Parties undertake that if the contact person or his or her personal data changes, the other party shall be notified immediately. Incorrect or altered data will be deleted immediately.
4.4 Recipients of the Personal data are the employees and data processors of the parties fulfilling tasks connecting to the contract.
4.5 Period of personal data storage: personal data necessary for proof of fulfillment is 5 years from the termination of the contract or the date of termination of representation of the relevant person, 8 years in the cases prescribed by accounting law, otherwise personal data shall be deleted immediately after termination of the contract or the date of termination of representation of the relevant person.
4.6 Personal data may be transferred for the purpose of data processing to the accountants of the parties in order to fulfill taxation and bookkeeping obligations, and also to the Hungarian Post Office or to the courier for transport services and in case of official request to the relevant authorities.
The Parties undertake that they shall process the personal data in a manner that ensures appropriate security and confidentiality of the personal data, including for preventing unauthorized access to or use of personal data and the equipment used for the processing.
4.7 Information on the rights of the data subjects and the data processors can be found in the Personal Data Protection Policy on the website of GRAPHISOFT (www.graphisoft.com).
5. Benefits for GRAPHISOFT Registered API Developers
5.1 GRAPHISOFT Registered API Developers are entitled to download the GRAPHISOFT API Developer Kit and all updated versions thereof during the term of the Agreement. The exclusive purpose of downloads by Developer must be to develop the Product in full compliance with GRAPHISOFT’s instructions and the provisions of this Agreement.
5.2 GRAPHISOFT Registered API Developers are entitled to obtain from GRAPHISOFT an authorization code called Developer ID needed to run the Product developed by Developer with the help of the GRAPHISOFT API Developer Kit. The access to the Developer ID shall be granted to Developer exclusively for the purpose of developing the Product in full compliance with GRAPHISOFT’s instructions and the provisions of this Agreement.
5.3 GRAPHISOFT Registered API Developers are entitled to purchase a limited number of Developer License of ARCHICAD according to the terms and conditions of the Addendum (Optional Clauses Addendum to GRAPHISOFT Registered API Developer Agreement) of this Agreement.
5.4 GRAPHISOFT Registered API Developers are entitled to make use of the GRAPHISOFT Developer Support Service according to the terms and conditions of the Addendum (Optional Clauses Addendum to GRAPHISOFT Registered API Developer Agreement) of this Agreement.
6. Developer’s Obligations
6.1 Developer will do its best to develop and improve the Product to ensure high quality and optimum fit to the software and hardware environment of GRAPHISOFT Technology as defined in this Agreement and in full compliance with the instructions of GRAPHISOFT sent to Developer from time to time.
6.2 Developer has no right to change or otherwise dispose of any parts of the GRAPHISOFT API Developer Kit, the GRAPHISOFT Products, or other content received from GRAPHISOFT pursuant to this Agreement. Parties agree that all elements of the content provided by GRAPHISOFT to Developer under this Agreement constitute Confidential Information as defined below.
6.3 Examination of the Product: Before promoting, marketing or distributing the Product to customers, Developer shall furnish a copy of the Product to GRAPHISOFT for examination. GRAPHISOFT may require modification of the Product by Developer. In this case, Parties aim to make decision based on mutual agreement. Parties agree to refrain from doing any act, or from failing to act in a manner that would hurt, prejudice or impair the other Party’s business or goodwill.
6.4 Parties agree that GRAPHISOFT may exercise its rights provided under section 5.3., if
- 6.4.1 GRAPHISOFT considers it necessary to defend the GRAPHISOFT brand,
- 6.4.2 the Product is substantially similar to any GRAPHISOFT Product, or any component of any GRAPHISOFT Product, or
- 6.4.3 the Product is incompatible with, or compromises the stability of, any GRAPHISOFT Product.
6.5 Developer may request GRAPHISOFT to conduct a preliminary examination of the Product or even Product Specification at any time during the process of its development. The present section 5.3 shall also apply to any such preliminary examination.
6.6 In no event shall GRAPHISOFT be liable for damages whether direct or consequential, including, without limitation, for damages resulting from loss of profit, loss of business or loss of goodwill. based upon section 5.3.
6.7 Parties agree that all data and information made available by Developer to GRAPHISOFT under section 5.3 shall qualify and be treated as Confidential Information under this Agreement.
6.8 Developer shall bear full liability for breach of any of its obligations under this Section 5 and GRAPHISOFT shall be entitled to terminate this Agreement for breach as regulated in section 8.4. below.
6.9 Developer shall perform the software development activities based on this Agreement at the Developer’s premises using Developer’s tools and other equipment.
7.1 Parties agree to maintain all Confidential Information disclosed to it by the other Party in connection with this Agreement in confidence and will not disclose this information to any third parties.
7.2 Parties further agree not to make any commercial use of such Confidential Information for any purpose, or to reverse engineer any material submitted hereunder except as specifically agreed to in writing by the other Party in advance.
7.3 Developer agrees to limit the disclosure of GRAPHISOFT Confidential Information within its organization on a “need to know” basis.
7.4 Under no circumstances shall Developer use or disclose the Confidential Information for purposes other than those set forth in this Agreement, in particular for the purposes of designing or developing software for use with software products other than GRAPHISOFT Products.
7.5 All documents, products, or sample files submitted to any of the Parties by the other Party or being in the possession of any of the Parties pursuant to this Agreement shall remain the property of the disclosing Party and shall be returned to the disclosing Party immediately upon the disclosing Party’s request or, at the latest, upon the date of termination of this Agreement.
7.6 Parties agree that they will take all appropriate steps to protect such Confidential Information from any unauthorized disclosure; they will not disclose or make available such Confidential Information to any third party. Developer shall ensure and bear full liability for the compliance of its employees with the confidentiality provisions of this Agreement.
7.7 Parties’ all obligations with respect to Confidential Information shall survive the termination of this Agreement.
7.8 Developer shall compensate GRAPHISOFT for all damages occurring from or in connection with the breach of any of Developer’s obligations with respect to Confidential Information, and GRAPHISOFT shall be entitled to terminate this Agreement for breach as regulated below.
8. Intellectual property, Trademarks and Copyright
8.1 The owner of the GRAPHISOFT API Developer Kit, tools and related documentation is GRAPHISOFT. The GRAPHISOFT API Developer Kit, any GRAPHISOFT Product, tools and related documentation provided by GRAPHISOFT to Developer under this Agreement are licensed to the Developer according to the License Terms attached to this Agreement as Annex 1. The license rights of Developer shall in all cases be limited to the extent necessary to performing Developer’s obligations arising from this Agreement.
8.2 Developer expressly accepts that the Trademarks are trademarks owned solely and exclusively by GRAPHISOFT and agrees to use the Trademarks only in the form and manner (with appropriate legends) prescribed by GRAPHISOFT. Developer agrees not to use any other trademark or service mark in connection with any of the Trademarks without express prior written approval of GRAPHISOFT. Developer’s obligations with respect to the Trademarks shall survive the termination of this Agreement. Developer shall compensate GRAPHISOFT for all damages occurring from or in connection with the breach of any of Developer’s obligations under this Section. Furthermore, GRAPHISOFT shall be entitled to terminate this Agreement for breach as regulated below.
9. Effect and termination
9.1 This Agreement will come into effect on the date upon which both Parties have signed it, for a term of one calendar year therefrom. The Agreement may be renewed on a yearly basis according to the provisions of Section 3 above.
9.2 The Agreement can be terminated without cause by either Party with 60 days written notice sent to the other Party.
9.3 Developer agrees that annual renewal of this Agreement requires that Developer must comply with GRAPHISOFT’s terms and conditions in effect at the time of renewal.
9.4 GRAPHISOFT may terminate this Agreement for breach with immediate effect prior to the expiration of the term if Developer fails to perform any obligations or violates any restrictions contained in this Agreement if that breach is not corrected within 8 (eight) days of written notice from GRAPHISOFT. In case of termination under this section, GRAPHISOFT is entitled to avail itself of all remedies or causes of action, in law or equity, for damages as a result of such breach. In case of termination under this section, GRAPHISOFT is entitled to immediately invalidate the Developer ID granted to Developer under this Agreement, making it impossible in future for the Developer to run any Products the Developer has developed in the past or would develop in the future.
9.5 Upon termination of this Agreement for any reason, the benefits granted by GRAPHISOFT to Developer shall immediately cease and Developer shall return to GRAPHISOFT, at Developer’s expense, all material and Confidential Information in Developer’s possession.
10. Representations, warranties, liability
10.1 GRAPHISOFT specifically disclaims all warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose concerning the GRAPHISOFT API Developer Kit and any other Confidential Information or service provided to Developer by GRAPHISOFT under this Agreement. Taking into account that Developer develops the Product fully at its own risk, GRAPHISOFT shall not be liable if it develops any functionalities that partly or wholly serve similar purposes.
10.2 Developer represents and warrants that it has all rights, capacities, licenses, professional experience and expertise and authority to enter into and fully perform this Agreement. Developer shall bear full liability for breach of any of its obligations under this Section and GRAPHISOFT shall be entitled to terminate this Agreement for breach as regulated below.
10.3 Developer shall indemnify and hold GRAPHISOFT harmless from and against any and all liabilities, losses, damages, costs, and expenses (including legal fees and expenses) associated with any claim or action brought against GRAPHISOFT that may arise from Developer’s improper or unlawful action including claims based on representations, warranties, or misrepresentations made by Developer; inadequate or unlawful development, installation, support, or assistance by Developer; or any other improper or unauthorized act or failure to act on the part of Developer. Developer shall immediately notify GRAPHISOFT and provide all assistance at its own expense required by GRAPHISOFT concerning any claims raised against GRAPHISOFT and/or Developer in connection with the Product or any element thereof.
10.4 In no event shall GRAPHISOFT be liable for any damages whatsoever, including but not limited to any indirect, special or consequential damages, or any damages for lost income, business interruption, loss of business information, or other pecuniary loss, even if the Developer or its employees, resellers, or agents have been advised of the possibility of such damages. In accordance with Article 314(2) of the Hungarian Civil Code (Act IV of 1959) taking into account the advantageous terms and conditions ensured to Developer by GRAPHISOFT under this Agreement, in no event will GRAPHISOFT’s aggregate liability for any breach of this Agreement exceed the amounts actually paid by the Developer to GRAPHISOFT.
10.5 The parties expressly agree that, to the extent permitted by applicable law, no damages, indemnity or termination benefits whatsoever (including, without limitation, any compensation for goodwill established by Developer during the term of this Agreement or for any lost profits or expenses of Developer) shall be due or payable to Developer by reason of and in connection with any termination or expiration or sanctions (e.g. invalidation of Developer ID under section 8.4. herein or cessation of benefits granted by GRAPHISOFT herein) applied by GRAPHISOFT for breach of this Agreement and Developer’s obligations in relation to any termination or expiration in accordance with its terms, and Developer expressly waives the application of any statute, law or custom to the contrary.
11. Miscellaneous provisions
11.1 Parties are obliged to closely cooperate for the purposes of performing this Agreement. Parties shall notify each other in due time of all information that affects or influences the performance, result or performance deadlines of this Agreement. In addition, Parties shall cooperate with each other in general for the purposes of performing this contract. Accordingly, Parties shall provide each other in due time with the necessary data and information and shall take care to provide the other preconditions of the service.
11.2 All legal declarations falling under the scope of the contract, measures taken during the cooperation and notifications bearing legal consequences shall be executed in writing and can be accepted in writing. Parties are obliged to send each other the notifications and written declaration in a manner clearly certifying the hand-over.
11.3 This Agreement may not be assigned by Developer to any other person, persons, firms, or corporations without the express written approval of GRAPHISOFT. By executing this Agreement, Developer gives its unconditional, irrevocable and express consent to the assignment of this Agreement or any part thereof by GRAPHISOFT.
11.4 The titles and headings of the various sections and paragraphs in this Agreement are intended solely for reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.
11.5 The Parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the Parties and supersedes all previous communications, oral or written, between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either Party that are not expressly stated herein shall be binding on such Party.
11.6 This Agreement shall be governed and controlled in accordance with the law of the Republic of Hungary. Parties shall immediately harmonize their positions in connection with disputes arising from this Agreement through negotiations and in case of failure of such negotiations any disputes arising from this Agreement, including those disputes relating to the validity, interpretation or termination of the Agreement, shall be exclusively and finally settled by the Permanent Court of Arbitration attached to the Hungarian Chamber of Commerce and Industry, Budapest, according to its own rules of procedure. Place of jurisdiction shall be in Budapest, the language of jurisdiction English. If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired thereby.
11.7 No amendment of this Agreement shall be effective unless it is in writing and signed by both Parties.
11.8 This Agreement shall enter into force by execution of both Parties.
GRAPHISOFT and Developer have read this Agreement and agree to be bound by its terms, in witness whereof the authorized representatives of each party have affixed their signatures below
Developer’s mailing address:
GRAPHISOFT’s mailing address:
GRAPHISOFT SE Zahony str 7 H-1031 Budapest HUNGARY
OPTIONAL CLAUSES ADDENDUM TO GRAPHISOFT REGISTERED API DEVELOPER AGREEMENT
These clauses below shall be incorporated into the GRAPHISOFT Registered API Developer Agreement only if initialled by the Developer.
I. DEVELOPER LICENSE
GRAPHISOFT provides Developer with a limited number of Developer License of ARCHICAD on discounted price, exclusively for the purposes of examining, testing, improving the joint operation of GRAPHISOFT Products with the Product developed by Developer.
1. Description of Developer License
1.1 Developer License is an ARCHICAD license that will expire 1 year from the date of issuance.
1.2 Developer License allows the Developer to use the software and receive updates for free during the period of one calendar year from the date of license purchase. Developer License may be used for the sole purpose of Product or Content (Library) development in full compliance with GRAPHISOFT’s instructions and the provisions of this Agreement.
1.3 GRAPHISOFT provides the Developer with the non-exclusive, non-transferable, non-sublicenseable, limited in time and scope of usage license to use the software and associated documentation, together with the upgrades, updates, new versions and fixes provided to Developer by GRAPHISOFT according to the terms and conditions set forth in this Agreement. Upon termination of this Agreement for any reason, Developer License will be terminated as well.
2.1 GRAPHISOFT provides Developer with Developer License for net purchase price of 500 EUR (the price can be modified at GRAPHISOFT’s sole discretion at any time).
3. Payment terms
3.1 Developer agrees to pay to GRAPHISOFT the license fee as invoiced.
3.2 Payment made via wire transfer must be made in full including any fees/charges for the wire transfer, which are Developer’s responsibility. (If Developer’s bank uses an intermediary bank, there may be additional charges.) If payment is not received in full, Developer will be invoiced for any balance due on the account.
3.3 Payments will be made in full without deduction for any value added, sales, use or other taxes or similar charges, which shall be borne and paid by Developer.
II. GRAPHISOFT DEVELOPER SUPPORT SERVICE
GRAPHISOFT provides Developer with Developer Support (“Support”), with the goal to successfully develop the Product using GRAPHISOFT Technology. Only GRAPHISOFT Registered API Developers are entitled to make use of GRAPHISOFT Developer Support Service.
4. Description of Developer Support Service
4.1 Support services provided by GRAPHISOFT include:
- software maintenance releases and updates,
- troubleshooting and problem diagnosis relating to the development of the Add-on tool or Plug-in application to GRAPHISOFT Products.
Support services do not include software usage assistance and operational advice or GRAPHISOFT Products related troubleshooting in general.
4.2 GRAPHISOFT will, during the subscription period, provide technical support by:
- providing access to the GRAPHISOFT Support Communication System,
- making available to Developer to submit questions and problems using the system,
- responding within three (3) business days.
5.1 GRAPHISOFT provides Developer with Support for an annual fee of 500 EUR (the price can be modified at GRAPHISOFT’s sole discretion at any time).
6. Payment terms
6.1 Developer agrees to pay to GRAPHISOFT the current annual support fee as invoiced.
6.2 Payments will be made in full without deduction for any value added, sales, use or other taxes or similar charges, which shall be borne and paid by Developer.
6.3 Annual support fee is non-refundable.
7.1 Support service will come into effect on the date upon which GRAPHISOFT receives the annual support fee from Developer and shall remain in effect for one (1) year.
7.2 Developer support service is only valid within the terms of the Registered API developer Agreement. Upon termination of this Agreement for any reason, Developer support service will be terminated as well.
GRAPHISOFT SE Private European Company Limited by Shares (“GRAPHISOFT”) licenses the Development Tools and any other content hosted on GRAPHISOFT’s Developer Website (collectively referred to as “Development Tools”) free of charge to You, an individual or as the representative of and on behalf of Your employer (“You”) only upon the condition that You accept all of the terms contained in this License Agreement (“Terms”).
By accepting the terms of this License Terms, You expressly declare and confirm that You have the full power and capacity to represent Your employer and/or the entity on whose behalf You are acting. Should this declaration prove to be false You shall be responsible and liable for all obligations under the Terms in person.
THE DEVELOPMENT TOOLS CONTAIN THE FOLLOWING PACKAGES/COMPONENTS: API DEVELOPER KIT, LIBRARY DEVELOPER KIT, ARCHICAD PROJECT ODBC DRIVER, RENDERING DEVELOPER KIT AND ANY CONTENT UPLOADED ON THE FOLLOWING GRAPHISOFT DEVELOPER WEBSITE: https://archicadapi.graphisoft.com/
YOU ARE ENTITLED TO USE THE DEVELOPMENT TOOLS ONLY FOR THE FOLLOWING PURPOSES: ARCHICAD RELATED CONTENT DEVELOPMENT (GDL LIBRARY PARTS), PROJECT TEMPLATES, ATTRIBUTE FILES (MATERIALS, FILLS, ETC.), ARCHICAD ADD-ON DEVELOPMENT, OPEN DATABASE CONNECTIVITY DOWNLOAD APPLIED EXCLUSIVELY FOR THE PURPOSES OF CO-USE WITH OTHER GRAPHISOFT PRODUCTS.
This Terms constitutes a non-exclusive, non-transferable, non-sublicenseable, limited license for You to use the enclosed Development Tools and associated documentation provided to You by GRAPHISOFT (the ” Development Tools”). The Development Tools is licensed, not sold, to You exclusively for Your own use under the terms and conditions of this Terms.
The Development Tools 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 Development Tools not expressly granted hereunder and to any reproduction of the Development Tools including the related documentation, logos, trademarks, icons and interface in whole or in part. If You copy or use all or any portion of the Development Tools without entering into this Terms or obtaining the prior written permission of GRAPHISOFT or in non-compliance with any of the terms of this Terms, 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.
INTERNET-BASED SERVICES COMPONENTS
The Development Tools may contain components that enable and facilitate the use of certain Internet-based services. You acknowledge and agree that GRAPHISOFT may automatically check the version of the Development Tools and/or its components that You are utilizing in order to check that You are utilizing the Development Tools according to its purpose and may provide upgrades or fixes to the Development Tools in order to advance lawful and improved operation thereof. GRAPHISOFT shall not be liable for any loss of data or malfunctioning of the Development Tools occurring in connection with GRAPHISOFT’s conduct under this point.
The Development Tools may contain technological measures that are designed to prevent unlicensed use of the Development Tools. You hereby expressly accept that GRAPHISOFT will use those measures to confirm that You have a legally licensed copy of the Development Tools and You are using the Development Tools according to the terms and conditions of this Terms. If GRAPHISOFT finds that You are not using a licensed copy of the Development Tools or Your use of the Development Tools infringes the terms and conditions of this Terms, You are not allowed to install future updates of the Development Tools and GRAPHISOFT will take the necessary measures in order that You shall not be able to install future updates of the Development Tools. You also accept that GRAPHISOFT shall collect personally identifiable information from Your computer during this process such as e.g. time, IP address, package of any downloads.
CONSENT TO USE OF DATA
You expressly agree and give Your consent that during the term of this Terms GRAPHISOFT may at any time collect, process and use information or files gathered as part of and related to Your use of this version of the Development Tools and during the product support services provided to You related to the Development Tools. You expressly agree and give Your consent that during the term of this Terms GRAPHISOFT may process or use this information to improve its products and services or to provide customized services or technologies or to troubleshoot any deficiencies in compliance with the applicable rules of law. GRAPHISOFT hereby represents and warrants that GRAPHISOFT shall use this information exclusively for the purposes defined herein and shall take all reasonable measures to prevent the disclosure of this information to third persons. GRAPHISOFT will not disclose this information in any form that personally identifies You. You may request information concerning the data relating to You stored by GRAPHISOFT. In addition You may request the rectification or erasure of Your personal data stored by GRAPHISOFT in accordance with the governing rules of law.
Unless otherwise regulated by the special rules determined by GRAPHISOFT and expressly accepted by You, GRAPHISOFT uses the information gathered from you as set forth above.
* You may not copy any written materials accompanying the Development Tools.
* You are expressly prohibited from distributing, providing access to or commercializing the Development Tools or its any component either alone or as part of another product or service.
* You may not transfer the Development Tools to any third persons.
* You shall not use the Development Tools for commercial or production purposes.
* You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Development Tools for any purpose whatsoever.
* You are expressly prohibited from adapting, modifying, translating or creating any derivative works based in whole or in part on the Development Tools.
* You are expressly prohibited from distributing, providing access to or commercializing the Development Tools or any of its components either alone or as part of another product or service.
In case of infringement of any provisions of this chapter, you expressly acknowledge that 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 disable Your continued use of the Development Tools and 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 terms.
LIMITATION OF WARRANTY
AS FAR AS ALLOWED BY THE APPLICABLE RULES OF LAW, WITH REGARDS TO THE FREE OF CHARGE PROVISION OF THE DEVELOPMENT TOOLS TO YOU, IN ACCORDANCE WITH SECTION 314 OF THE HUNGARIAN CIVIL CODE, YOU APPROVE THAT GRAPHISOFT EXCLUDES ITS LIABILITY FOR THE DEVELOPMENT TOOLS.
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 DEVELOPMENT TOOLS WILL PERFORM UNINTERRUPTED AND WITHOUT ERRORS. GRAPHISOFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, COMPLETENESS, NON-INFRINGEMENT OR PRECISION OF THE DEVELOPMENT TOOLS’ FUNCTIONS.
* No advice or information given by GRAPHISOFT employees, its distributors, resellers, agents, or consultants shall constitute a warranty by GRAPHISOFT or extend the warranty in this Terms. This Terms and the warranty provided herein may only be modified by a written amendment signed by a duly authorized executive officer of GRAPHISOFT.
* In no event shall GRAPHISOFT be liable 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 Development Tools, or otherwise under this Terms, 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 Terms, use of the Development Tools or otherwise, exceed the amounts actually paid by You to GRAPHISOFT for this copy of the Development Tools, except as otherwise required by applicable statutory law.
You accept and confirm that the free of charge provision of the Development Tools and the conditions of this Terms advantageous to You hereof have been determined in consideration of the above provisions on limited warranty.
OWNERSHIP OF LOADED CONTENT, THIRD PARTY MATERIALS, SERVICES
* All title, ownership rights, and proprietary rights in and to the information and other content loaded into the Development Tools from any electronic media or Internet by operation of the Development Tools (collectively, “Content”) is the property of the applicable Content owner, including, without limitation, Supplier, its affiliates, and any Internet Content providers (“Content Providers”). This Terms 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.
* You accept that the use of some GRAPHISOFT products and some third party materials and services included in or accessed through the Development Tools are subject to other terms and conditions found in separate license terms located at http://www.GRAPHISOFT.com/licenses, which You also accept by accepting the terms and conditions of this Terms.
* You accept that the use of some GRAPHISOFT and some third party materials, Development Tools and services accessed or used with the help of the Development Tools may be subject to other terms and conditions found in separate license terms 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 Development Tools with third party materials, software and services and for the operation, use of third party materials, software and services.
* If any part or provision of this Terms 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 Terms shall remain in full force and effect.
* This Terms is governed by the laws of Hungary. Any disputes arising from this Terms, including those disputes relating to the validity, interpretation or termination of the Terms shall be exclusively and finally settled by the Permanent Arbitrate Tribunal formed beside the Hungarian Chamber of Commerce and Industry, Budapest, in accordance with its own rules of procedure. The place of jurisdiction shall be in Budapest.