LICENSE SUBSCRIPTION AMENDMENT (LSA) TO THE GRAPHISOFT SOFTWARE LICENSE AGREEMENT
This Agreement is between GRAPHISOFT SE Private European Company Limited by Shares ("GRAPHISOFT") and You, an individual or as the representative of and on behalf of Your employer ("You" or "End User") only upon the condition that You also accept all of the terms contained in the Software License Agreement (End User License Agreement, "EULA") and in this Amendment to the EULA. You electronically accept the EULA and this Amendment thereto. This Amendment regulates the extra terms and conditions applicable additionally to the Subscription licensing type of the Software only. It is applicable only for Commercial Mode license parameter of the Software.
"Authentication Key" shall mean the unique alphanumeric identifier GRAPHISOFT distributor provides You during the protection key activation process.
"Billing Date" shall mean the date on which Service Provider charges You the fee for the LIVE Subscription
"GRAPHISOFT ID" shall mean the identification system for GRAPHISOFT website. You need to have a valid GRAPHISOFT ID for accessing their Software Licenses via the License Manager Tool. (see more at https://graphisoftid.graphisoft.com/#/login)
"License Manager Tool" shall mean the application with which You are able to activate Your Licenses. (see how to use License Manager Tool at http://www.graphisoft.com/downloads/licensing/help/INT/help.html )
"LIVE Subscription" shall mean the license subscription plan related to the Software licensed by GRAPHISOFT to You under the terms and conditions of the EULA and this Amendment. The content of the LIVE Subscription is detailed herein below and in the Service Agreement entered between You and Your Service Provider.
"Service Provider" shall mean the authorized GRAPHISOFT distributor or reseller who enters into the Service Agreement with You in subject of the provision of the LIVE Subscription to You in consideration of the payment of the Service Fee (defined herein).
"Service Fee" is the full consideration You have to pay to the Service Provider under the Service Agreement in order to be entitled to the service named LIVE Subscription to be provided to You.
"LIVE Subscription Service Agreement" shall mean the agreement containing the terms and conditions of the LIVE Subscription provided to You by Your Service Provider.
"Software Maintenance Agreement" shall mean the software service agreement on the given market entered between an End User and an authorized GRAPHISOFT distributor or reseller in subject of the provision of services related to the Software (with perpetual license) in consideration of a service fee. The actual name of the Software Maintenance Agreement may differ from market to market.
"Term" shall mean a rolling fix period of time (e.g.: 30 days in case of 1 month term), with the first such period commencing on the date that the Service Provider sends Authentication Key for You to activate Your LIVE Subscription and continuing thereafter until terminated in accordance with the LIVE Subscription Service Agreement.
*Unless otherwise set forth in this Amendment terms written with capital headings shall bear the meaning defined in the EULA.
2. LIVE SUBSCRIPTION IN GENERAL
* Your Service Provider provides You with the licensing service named LIVE Subscription according to the terms and conditions of the Service Agreement that first You have to accept. You commit to the license subscription plan and pay for it the Service Fee on a recurrent bases (e.g.: monthly) in advance. The Term will renew automatically unless actively cancelled by You.
* Unless otherwise set forth in Your LIVE Subscription Service Agreement, during the Term of the LIVE Subscription, Your Service Provider provides You with the following services:
- license rights up to the latest Software version;
- Provision of Special Services through GRAPHISOFT ID account.
- Services as provided via the Software Maintenance Agreement.
*The intention of the LIVE Subscription is to offer to You a service, which meets Your expectations by its similar main features as of the services provided to the End Users under the Software Maintenance Agreement.
2.1. Latest Software Version
During the Term You are entitled to use the latest version of the Software in commercial mode. You are also entitled to use previous versions of the Software in commercial mode in accordance with Protection Key Compatibility.
2.2. Provision of Special Services through GRAPHISOFT ID account
During the Term the Service Provider may provide You with special services managed through Your GRAPHISOFT ID account. Separate Terms & Conditions available at (http://www.graphisoft.com/info/legal/terms_of_use/gsid/) has to be accepted, the Service Provider may add new, or eliminate, services any time, additional services may differ from region to region or by language versions, no upgrade guaranteed.
Your LIVE Subscription license automatically renews for upcoming renewal Term until cancelled by You or Your Service Provider. Your Service Provider will cancel Your LIVE Subscription in the GRAPHISOFT product ordering system on Your behalf, if Service Provider fails to cancel on Your behalf, GRAPHISOFT is not liable in any way to You.
LIVE Subscription is delivered in an electronic shipment only and on Software Keys only. You are provided with the Authentication Key in an order fulfillment email with a message containing detailed step-by-step instructions for the authentication process and how to deploy the Software Key for LIVE Subscription. The steps of the process are:
- You are required to create a GRAPHISOFT ID
- License Manager Tool is to be downloaded and installed on Your computer.
- GRAPHISOFT ID and Authentication Key is required to be entered into the License
Manager Tool in order to access the LIVE Subscription license on Software Key.
- ARCHICAD is to be downloaded from the online delivery portal.
Fixed Term ( e.g.: 1-month term) valid from confirmation of order (e.g.: in case of 1 month term, from 19th February until 18th March). Technically the Software Key for LIVE Subscription expires 5 calendar days after the original expiration date of the Term. The exact time when the Software Key expires is calculated according to the Central European Time (Universal Time + 1 hour). The Renewal Date for LIVE Subscriptions ordered on 29th, 30th and 31st will be automatically adjusted to the 1st of the month right after the order. The renewal date of Your newly added Subscription will be the same as the renewal date of Your existing Subscription. The time for Renewals is calculated according to Central European Time (Universal Time+1 hour).
2.6.1. Ordinary Termination
In order to cancel the auto renewal of the Subscription You need to follow the procedure in the LIVE Subscription Service Agreement and Your Service Provider shall terminate Your LIVE Subscription within the GRAPHISOFT product ordering system. You must notify Your Service Provider of Your termination in advance of the Billing Date according to the Terms and Conditions as set out in the Service Agreement. To terminate Your LIVE Subscription, Your Service Provider must terminate Your LIVE Subscription within the GRAPHISOFT product ordering system prior to its Renewal date. If Your Service Provider terminates Your LIVE Subscription, it expires with the day preceding the renewal date.
2.6.2. Termination for Non-payment
In case of non-payment of the Service Fee by You the Service Provider terminates the LIVE Subscription. The subscription terminates at the end of the Term.
2.6.3. Termination by GRAPHISOFT
GRAPHISOFT may terminate Your LIVE Subscription license on its discretion based on business decision with an advanced notice of 180 days. Demo Version as described in the EULA will provide possibility for You to access Your Intellectual Property.
You explicitly acknowledge and accept the transfer of the Service Agreement to GRAPHISOFT or to its direct affiliate by the Service Provider any time. In such a case, GRAPHISOFT assures the services contained in point 2 above.
4. CONSENT TO USE OF DATA
5. GENERAL AND CLOSING PROVISIONS
* This Amendment constitutes integral and inseparable part of the EULA.
* Matters not regulated herein shall be governed by the provisions of the EULA.
* This Amendment is governed by the laws of Hungary. Any disputes arising from this Amendment, including those disputes relating to the validity, interpretation or termination of the Amendment, 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.