1720 lines
100 KiB
Markdown
1720 lines
100 KiB
Markdown
This package contains third-party software components governed by the license(s) indicated below:
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---------
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Component Name: Autodesk FBX SDK
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License Type: FBX SDK License and Service Agreement
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Copyright (c) 2020 Autodesk, Inc. All rights reserved.
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Use of the FBX SDK requires agreeing to and complying with the FBX SDK License and Service Agreement terms accessed at <https://unity3d.com/legal/autodesk-fbx> and copied below:
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**Autodesk**
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**LICENSE AND SERVICES AGREEMENT**
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**Autodesk<sup>®</sup> FBX<sup>®</sup> SDK 2020**
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**READ CAREFULLY:** AUTODESK LICENSES THE SOFTWARE AND OTHER LICENSED
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MATERIALS ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS
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CONTAINED OR REFERENCED IN THIS AGREEMENT.
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By selecting the “I accept” button or other button or mechanism designed
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||
to acknowledge agreement to the terms of an electronic copy of this
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||
Agreement, or by installing, downloading, accessing, or otherwise
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||
copying or using all or any portion of the Autodesk Materials, (i) you
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||
accept this Agreement on behalf of the entity for which you are
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||
authorized to act (e.g., an employer) and acknowledge that such entity
|
||
is legally bound by this Agreement (and you agree to act in a manner
|
||
consistent with this Agreement) or, if there is no such entity for which
|
||
you are authorized to act, you accept this Agreement on behalf of
|
||
yourself as an individual and acknowledge that you are legally bound by
|
||
this Agreement, and (ii) you represent and warrant that you have the
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||
right, power and authority to act on behalf of and bind such entity (if
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||
any) or yourself. You may not accept this Agreement on behalf of another
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||
entity unless you are an employee or other agent of such other entity
|
||
with the right, power and authority to act on behalf of such other
|
||
entity.
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||
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If Licensee is unwilling to accept this Agreement, or you do not have
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||
the right, power and authority to act on behalf of and bind such entity
|
||
or yourself as an individual (if there is no such entity), (a) DO NOT
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||
SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER
|
||
MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL,
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||
DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE
|
||
AUTODESK MATERIALS; AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF
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ACQUIRING THE AUTODESK MATERIALS, LICENSEE MAY RETURN THE AUTODESK
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||
MATERIALS (INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE
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||
ACQUIRED FOR A REFUND OF THE APPLICABLE LICENSE FEES PAID BY THE
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LICENSEE.
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The words “Autodesk", “Agreement” and “Licensee” and other capitalized
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||
terms used in this Agreement are defined terms. The definitions can be
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||
found in Exhibit A (if the terms are not defined in the main body of the
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Agreement).
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1\. **License**
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1.1 <span class="underline">License Grant</span>. Subject to and
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||
conditioned on Licensee’s continuous compliance with this Agreement,
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||
Autodesk grants Licensee a nonexclusive, nonsublicensable,
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nontransferable, limited license to Install and Access the Licensed SDK
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||
and User Documentation, in each case solely (a) in the Territory, (b)
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||
within the scope of the License Type and Permitted Number specified in
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||
the applicable License Identification, and (c) in accordance with the
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||
other terms of this Agreement, to:
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||
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1.1.1 (a) use the SDK for development, research, internal,
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||
educational, or commercial purposes:
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||
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(i) to create a software product with the capability to read and/or
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||
write and/or translate Licensee files, which software product links to
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||
the Library (“Developed Software”); and/or
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||
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(ii) to modify the Sample Code(s) solely to create an object code
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||
version(s) (“Modified Code(s)”); and/or
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||
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(b) reproduce the Library to link to the Developed Software.
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||
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1.1.2 (a) incorporate the executable version of the Developed
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||
Software into; and/or
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(b) incorporate the Modified Code(s) into; and/or
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||
|
||
(c) link the Library, in binary code form to;
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software products developed by Licensee (“Licensee Product(s)”) for
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||
Licensee’s Internal Business Needs.
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||
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1.1.3 reproduce, distribute and sublicense free of charge or for a
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fee Licensee Product(s) provided that Licensee must sublicense the
|
||
Software, the Developed Software, the Library, the Sample Code(s) and
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||
the Modified Code(s) “as is”, without warranty of any kind.
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||
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||
Various License Types are described in Exhibit B. In any case where
|
||
the License Identification does not specify a License Type or
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||
Permitted Number or Territory, or there is no License Identification,
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||
the License Type will, by default, be the Stand-alone (Individual)
|
||
License and the Territory will be worldwide, subject to the Export
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||
Control requirements herein.
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||
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||
1.1.4 Licensee shall reproduce and apply any copyright or other
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||
proprietary rights notices included on or embedded in the Software, or
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||
any part thereof, to any copies of the Software or any part thereof,
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||
or to the Developed Software, in any form.
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||
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||
1.1.5 Licensee shall place the following statement in the
|
||
copyright area of either: (i) the end-user License and/or terms of use
|
||
for the Developed Software; or (ii) the ‘About Box’ or similar notice
|
||
page of the Developed Software; and Licensee shall also include the
|
||
following statement in the copyright area of either: (a) the on-line
|
||
documentation regarding the Developed Software; or (b) any other
|
||
document related to Developed Software that contains copyright
|
||
information:
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“This software contains Autodesk® FBX® code developed by Autodesk,
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Inc. Copyright 2019 Autodesk, Inc. All rights, reserved. Such code is
|
||
provided “as is” and Autodesk, Inc. disclaims any and all warranties,
|
||
whether express or implied, including without limitation the implied
|
||
warranties of merchantability, fitness for a particular purpose or
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||
non-infringement of third party rights. In no event shall Autodesk,
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||
Inc. be liable for any direct, indirect, incidental, special,
|
||
exemplary, or consequential damages (including, but not limited to,
|
||
procurement of substitute goods or services; loss of use, data, or
|
||
profits; or business interruption) however caused and on any theory of
|
||
liability, whether in contract, strict liability, or tort (including
|
||
negligence or otherwise) arising in any way out of such code.”
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||
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||
1.2 <span class="underline">Upgrades and Previous Versions</span>.
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||
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1.2.1 <span class="underline">Effect of Upgrades</span>. If Autodesk or
|
||
a Reseller provides Licensee with an Upgrade to other Licensed Materials
|
||
previously licensed to Licensee, the Licensed Materials previously
|
||
licensed to Licensee and any other Autodesk Materials relating thereto
|
||
will thereafter be deemed to be a “Previous Version.” Except as set
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||
forth in Section 1.2.2 (Exception for Relationship Program Licensees),
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||
the license grant and other rights with respect to any Previous Version
|
||
will terminate one hundred twenty (120) days after Installation of the
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||
Upgrade. Within such one hundred twenty (120) day period, except as set
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||
forth in Section 1.2.2 (Exception for Relationship Program Licensees),
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||
(a) Licensee must cease all use of any Previous Version and Uninstall
|
||
all copies of the Previous Version, and (b) upon expiration of such
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||
period, such Previous Version will no longer constitute Licensed
|
||
Materials but rather will be deemed to be Excluded Materials and
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||
Licensee will no longer have a license for any such Previous Version. At
|
||
Autodesk’s request, Licensee agrees to destroy or return to Autodesk or
|
||
the Reseller from which they were acquired all copies of the Previous
|
||
Version. Autodesk reserves the right to require Licensee to show
|
||
satisfactory proof that all copies of any Previous Version have been
|
||
Uninstalled and, if so requested by Autodesk, destroyed or returned to
|
||
Autodesk or the Reseller from which they were acquired.
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||
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||
1.2.2 <span class="underline">Exception for Relationship Program
|
||
Licensees</span>. The termination of rights as to Previous Versions
|
||
described in Section 1.2.1 (Effect of Upgrades) may not apply to
|
||
Licensee if and to the extent (a) Licensee participates in a
|
||
Relationship Program and the Relationship Program Terms authorize
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||
Licensee to retain such Previous Versions or (b) otherwise authorized in
|
||
writing by Autodesk.
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||
|
||
1.3 <span class="underline">Additional Terms</span>. The Licensed
|
||
Materials (or portions thereof) may be subject to terms (e.g., terms
|
||
accompanying such Licensed Materials or made available in connection
|
||
with ordering, installing, downloading, accessing, using or copying such
|
||
Licensed Materials) that are in addition to or different from the terms
|
||
set forth in this Agreement, and Licensee agrees to comply with such
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||
terms.
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||
|
||
1.4 <span class="underline">Other Materials</span>. If Autodesk provides
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||
or makes available to Licensee any additional materials associated with
|
||
the Licensed Materials, including any corrections, patches, service
|
||
packs, updates or upgrades to, or new versions of, the Licensed
|
||
Materials (including Upgrades) or any Supplemental Materials or User
|
||
Documentation for the Licensed Materials, (a) such additional materials
|
||
may include or be subject to other terms in addition to or different
|
||
from the terms set forth in this Agreement (including, without
|
||
limitation, additional or different fees, license terms, or restrictions
|
||
on use), and Licensee agrees to comply with such terms, or (b) if there
|
||
are no other terms for such additional materials, they will (except as
|
||
otherwise provided by Section 1.2 (Upgrades and Previous Versions)) be
|
||
subject to the same terms (including, without limitation, the licenses,
|
||
applicable License Type and Permitted Number, and other terms of this
|
||
Agreement) as the Licensed Materials to which such additional materials
|
||
apply. In no event will the foregoing result in any rights with respect
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||
to Excluded Materials.
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||
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||
1.5 <span class="underline">Authorized Users</span>. Licensee may permit
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||
the Licensed Materials to be Installed and/or Accessed only by
|
||
Licensee’s Personnel (except as otherwise designated in the applicable
|
||
License Type), and any such Installation or Access will be subject to
|
||
any other requirements imposed by this Agreement and the applicable
|
||
License Type and Permitted Number. Licensee will be responsible for
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||
compliance with this Agreement by Licensee’s Personnel and any other
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||
persons who may have Access to the Autodesk Materials through Licensee
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||
(whether or not such Access is authorized by Autodesk or within the
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||
scope of the applicable License Type and Permitted Number).
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||
|
||
1.6 <span class="underline">Third-Party Licensed Materials</span>. The
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||
Autodesk Materials may contain or be accompanied by third-party
|
||
software, data or other materials that are subject to and provided in
|
||
accordance with terms that are in addition to or different from the
|
||
terms set forth in this Agreement. Such terms may be included or
|
||
referenced in or with such third-party software, data or other materials
|
||
(e.g., in the “About box”) or a web page specified by Autodesk (the URL
|
||
for which may be obtained on Autodesk’s website or on request to
|
||
Autodesk). Licensee agrees to comply with such terms. In addition,
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||
Licensee will take sole responsibility for obtaining and complying with
|
||
any licenses that may be necessary to use third-party software, data or
|
||
other materials that Licensee uses or obtains for use in conjunction
|
||
with the Licensed Materials. Licensee acknowledges and agrees that
|
||
Autodesk has no responsibility for, and makes no representations or
|
||
warranties regarding, such third-party software, data or other materials
|
||
or Licensee’s use of such third-party software, data or other materials.
|
||
|
||
1.7 <span class="underline">Relationship Programs</span>. Autodesk may
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||
offer to Licensee, and (if so) Licensee may participate in one (1) or
|
||
more Relationship Programs applicable to the Licensed Materials licensed
|
||
to Licensee under this Agreement (and such Relationship Programs may
|
||
include rights in addition to or different from those set forth in this
|
||
Agreement). Any Relationship Programs are subject to Autodesk’s terms
|
||
therefor, which terms are set forth in the applicable Relationship
|
||
Program Terms. Licensee agrees that if it requests, accepts, or makes
|
||
use of any Relationship Program, Licensee will be bound by such terms,
|
||
as they may be modified from time to time in accordance with the
|
||
applicable Relationship Program Terms (and such terms, as so modified
|
||
from time to time, are a part of and incorporated by reference into this
|
||
Agreement), and Licensee agrees to comply with such terms. Licensee
|
||
acknowledges that Autodesk may require a further acceptance of such
|
||
terms as a condition to participation in a Relationship Program.
|
||
|
||
1.8 <span class="underline">Services</span>. Autodesk may provide, and
|
||
Licensee may elect to receive or benefit from, certain Services from
|
||
time to time. Any Services are subject to Autodesk’s terms therefor,
|
||
which terms are set forth in the applicable Services Terms. Licensee
|
||
agrees that if it requests, accepts, or makes use of any Services,
|
||
Licensee will be bound by such terms, as they may be modified from time
|
||
to time in accordance with the applicable Services Terms (and such
|
||
terms, as so modified from time to time, are a part of and incorporated
|
||
by reference into this Agreement), and Licensee agrees to comply with
|
||
such terms. Licensee acknowledges that Autodesk may require a further
|
||
acceptance of such terms as a condition to providing Services.
|
||
|
||
1.9 <span class="underline">Archival Copy</span>. Licensee’s license
|
||
under Section 1.1 (License Grant) includes the right to make a single
|
||
archival copy of the Licensed Materials in the Territory, provided that
|
||
(a) the single-copy limitation will not apply to copies made as an
|
||
incidental part of a routine backup of Licensee’s entire computer system
|
||
on which the Licensed Materials are Installed in accordance with this
|
||
Agreement, where such backup includes the making of copies of
|
||
substantially all other software on such computer system and (b) any
|
||
archival copy may be Accessed or Installed (other than on a backup
|
||
storage medium from which the Licensed Materials cannot be Accessed)
|
||
only when and for so long as the primary copy of the Licensed Materials
|
||
is inaccessible and inoperable. Copies of the Licensed Materials that
|
||
are Installed and are in excess of the Permitted Number at any time
|
||
while the primary copy of the Licensed Materials is also Accessible are
|
||
not "archival copies" as permitted under this Section 1.9 (Archival
|
||
Copy).
|
||
|
||
1.10 <span class="underline">Nature of Licenses</span>. Licensee
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||
acknowledges and agrees that when Licensee acquires a license of
|
||
Licensed Materials, (including through a Relationship Program or
|
||
Services), Licensee’s acquisition is neither contingent on the delivery
|
||
of any future features or functionality nor subject to any public or
|
||
other comments (oral, written or otherwise) made by Autodesk regarding
|
||
future features or functionality.
|
||
|
||
1.11 **Feedback**.
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||
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Licensee hereby grants Autodesk, under all of Licensee’s intellectual
|
||
property and proprietary rights, the following worldwide, exclusive,
|
||
transferable, perpetual, irrevocable, royalty-free, fully paid-up
|
||
rights: (1) to make, have made, use, copy, modify, and create derivative
|
||
works of the Feedback as part of or in connection with any Autodesk
|
||
product, technology, service, content, material, specification or
|
||
documentation (including without limitation in connection with the
|
||
marketing or sale thereof); (2) to publicly perform or display, import,
|
||
broadcast, transmit, distribute, license, offer to sell and sell, rent,
|
||
lease or lend copies of the Feedback (and derivative works thereof and
|
||
improvements thereon); and (3) to sublicense to third parties the
|
||
foregoing rights, including the right to sublicense to further third
|
||
parties. “<span class="underline">Feedback</span>” shall mean all
|
||
suggestions, comments, input, ideas, reports, information or know-how
|
||
(whether in oral or written form) provided by Licensee to Autodesk or an
|
||
Autodesk affiliate in connection with Licensee’s evaluation of or use of
|
||
the Licensed Materials. Feedback does not include any artwork or sample
|
||
content created by Licensee using the Licensed Materials.
|
||
|
||
2\. **License Limitations; Prohibitions**
|
||
|
||
2.1 <span class="underline">Limitations and Exclusions</span>.
|
||
|
||
2.1.1 <span class="underline">No License Granted; Unauthorized
|
||
Activities</span>. The parties acknowledge and agree that,
|
||
notwithstanding anything to the contrary in this Agreement, no license
|
||
is granted (whether expressly, by implication or otherwise) under this
|
||
Agreement (and this Agreement expressly excludes any right) (a) to
|
||
Excluded Materials, (b) to any Autodesk Materials that Licensee did not
|
||
acquire lawfully or that Licensee acquired in violation of or in a
|
||
manner inconsistent with this Agreement, (c) for Installation of or
|
||
Access to the Licensed Materials beyond the applicable license term
|
||
(whether a fixed term or Relationship Program period or term) or outside
|
||
the scope of the applicable License Type or Permitted Number, (d) for
|
||
Installation of the Licensed Materials on any Computer other than a
|
||
Computer owned or leased, and controlled, by Licensee, unless otherwise
|
||
authorized in writing by Autodesk, (e) to distribute, rent, loan, lease,
|
||
sell, sublicense, transfer or otherwise provide all or any portion of
|
||
the Autodesk Materials to any person or entity except as expressly set
|
||
forth in this Agreement or as expressly authorized in writing by
|
||
Autodesk, (f) to provide or make available any features or functionality
|
||
of the Autodesk Materials to any person or entity (other than to and for
|
||
Licensee itself for the purpose specified in the applicable License
|
||
Type), whether or not over a network and whether or not on a hosted
|
||
basis, (g) except as otherwise expressly provided with respect to a
|
||
specific License Type, to Install or Access or allow the Installation of
|
||
or Access to the Autodesk Materials over the Internet or other non-local
|
||
network, including, without limitation, use in connection with a wide
|
||
area network (WAN), virtual private network (VPN), virtualization, Web
|
||
hosting, time-sharing, service bureau, software as a service, cloud or
|
||
other service or technology, (h) to remove, alter or obscure any
|
||
proprietary notices, labels or marks in the Autodesk Materials, (i) to
|
||
decompile, disassemble or otherwise reverse engineer the Autodesk
|
||
Materials, or (j) to translate, adapt, arrange, or create derivative
|
||
works based on, or otherwise modify the Autodesk Materials for any
|
||
purpose.
|
||
|
||
2.1.2 <span class="underline">Licensed Materials as a Single
|
||
Product</span>. The Licensed Materials are licensed to Licensee as a
|
||
single product and the applicable components may not be separated for
|
||
Installation or Access (and all such components must be Installed and
|
||
Accessed on the same Computer except as authorized in writing by
|
||
Autodesk).
|
||
|
||
2.1.3 <span class="underline">Territory</span>. Except as otherwise
|
||
authorized in writing by Autodesk, the licenses granted in this
|
||
Agreement are granted only for the Territory. Nothing in this Agreement
|
||
permits Licensee (including, without limitation, Licensee’s Personnel,
|
||
if any) to Install or Access the Licensed Materials outside of the
|
||
Territory.
|
||
|
||
2.1.4 <span class="underline">Effect of Unauthorized Use</span>.
|
||
Licensee will not engage in, and will not permit or assist any third
|
||
party to engage in any of the uses or activities prohibited (or any uses
|
||
or activities inconsistent with the limitations described) in this
|
||
Section 2.1 (Limitations and Exclusions) (collectively, “Unauthorized
|
||
Uses”). Any such Unauthorized Use, and any Installation of or Access to
|
||
the Licensed Materials provided under this Agreement, outside of the
|
||
scope of the applicable license grants (including, without limitation,
|
||
outside the applicable License Type and/or Permitted Number) or
|
||
otherwise not in accordance with this Agreement, constitute or result in
|
||
infringement of Autodesk’s intellectual property rights as well as a
|
||
breach of this Agreement. Licensee will notify Autodesk promptly of any
|
||
such Unauthorized Uses or other unauthorized Installation or Access.
|
||
|
||
2.1.5 <span class="underline">Use of Open Source Software by
|
||
Licensee</span>. If Licensee uses any third party software (including
|
||
free or Open Source Software), whether or not in conjunction with the
|
||
Software, Licensee shall ensure that its use does not: (i) create, or
|
||
purport to create, obligations of Autodesk or any of its affiliates with
|
||
respect to the Software; (ii) grant, or purport to grant, to any third
|
||
party any rights to or immunities under Autodesk’s or any of its
|
||
affiliates intellectual property rights; or (iii) cause the Software to
|
||
be subject to any licensing terms other than those set forth in this
|
||
Agreement.
|
||
|
||
2.2 <span class="underline">Circumvention</span>.
|
||
|
||
2.2.1 Licensee may not (i) utilize any equipment, device, software, or
|
||
other means to (or designed to) circumvent or remove any form of
|
||
technical protection used by Autodesk in connection with the Autodesk
|
||
Materials, or (ii) Install or Access the Autodesk Materials with any
|
||
product code, authorization code, serial number, or other
|
||
copy-protection device not supplied by Autodesk directly or through a
|
||
Reseller. Without limitation of the generality of the foregoing,
|
||
Licensee may not utilize any equipment, device, software, or other means
|
||
to (or designed to) circumvent or remove the Autodesk License Manager or
|
||
any tool or technical protection measure provided or made available by
|
||
Autodesk for managing, monitoring or controlling Installation of or
|
||
Access to Autodesk Materials.
|
||
|
||
2.2.2 Licensee may not utilize any equipment, device, software, or other
|
||
means to (or designed to) circumvent or remove any usage restrictions,
|
||
or to enable functionality disabled by Autodesk, in connection with the
|
||
Excluded Materials. Licensee may not bypass or delete any functionality
|
||
or technical limitations of the Autodesk Materials that (or that are
|
||
designed to) prevent or inhibit the unauthorized copying of,
|
||
Installation or Access to the Excluded Materials.
|
||
|
||
3\. **All Rights Reserved**
|
||
|
||
Autodesk and its licensors retain title to and ownership of, and all
|
||
other rights with respect to, the Autodesk Materials and all copies
|
||
thereof, including, without limitation, any related copyrights,
|
||
trademarks, trade secrets, patents, and other intellectual property
|
||
rights. Licensee has only the limited licenses granted with respect to
|
||
the Licensed Materials expressly set forth in this Agreement, and
|
||
Licensee has no other rights, implied or otherwise. Licensee
|
||
acknowledges and agrees that the Autodesk Materials are licensed, not
|
||
sold, and that rights to Install and Access the Licensed Materials are
|
||
acquired only under the license from Autodesk. The structure and
|
||
organization of Software included in the Autodesk Materials, any source
|
||
code or similar materials relating to such Software, any API Information
|
||
and Development Materials (both as described in Section 1.11 (APIs)),
|
||
and any other Licensed Materials identified as confidential or
|
||
proprietary are valuable trade secrets of, and confidential and
|
||
proprietary information of, Autodesk and its suppliers, and (a) may not
|
||
be distributed, disclosed or otherwise provided to third parties, and
|
||
(b) may be used only internally and only in conjunction with and for
|
||
Licensee’s own authorized internal use of the Licensed Materials.
|
||
|
||
4\. **Privacy; Use of Information; Connectivity**
|
||
|
||
4.1 <span class="underline">Privacy and Use of Information</span>.
|
||
Licensee acknowledges and agrees that Licensee (and third parties acting
|
||
on Licensee’s behalf) may provide, and Autodesk and its Resellers (and
|
||
third parties acting on behalf of Autodesk and its Resellers) may
|
||
obtain, certain information and data with respect to Licensee
|
||
(including, without limitation, personal information) and Licensee’s
|
||
business in connection with this Agreement, including, without
|
||
limitation, information and data provided to or obtained by Autodesk and
|
||
its Resellers (or third parties acting on behalf of Autodesk and its
|
||
Resellers) through the Customer Information Form and otherwise, in
|
||
connection with ordering, registration, activation, updating, validating
|
||
entitlement to, auditing, monitoring Installation of and Access to
|
||
Autodesk Materials, Relationship Programs and Services and managing the
|
||
relationship with Licensee. Licensee hereby consents to Autodesk
|
||
maintaining, using, storing and disclosing such information and data
|
||
(including, without limitation, personal information, if any) in
|
||
conformity with Autodesk’s policies on privacy and data protection, as
|
||
such policies may be updated from time to time, including without
|
||
limitation Autodesk’s Privacy Statement, as currently located at
|
||
[<span class="underline">http://usa.autodesk.com/privacy/</span>](http://usa.autodesk.com/privacy/).
|
||
Without limitation of the generality of the foregoing, Licensee
|
||
acknowledges and agrees that: (a) Autodesk may from time to time prompt
|
||
Licensee (and third parties acting on Licensee’s behalf) to provide
|
||
express agreement to the terms of Autodesk’s Privacy Statement and/or
|
||
express agreement to specific uses of information and data (including,
|
||
without limitation, personal information); (b) Autodesk may provide
|
||
information and data, including, without limitation, information and
|
||
data about Licensee’s use of Autodesk Materials, Relationship Programs,
|
||
and Licensee’s support requests, to Autodesk subsidiaries and
|
||
affiliates, Resellers and other third parties in connection with the
|
||
provision, maintenance, administration or usage of Licensed Materials,
|
||
Relationship Programs or Services or in connection with enforcement of
|
||
any agreements relating to Licensed Materials, Relationship Programs or
|
||
Services; and (c) Autodesk may make cross-border transfers of such
|
||
information and data, including to jurisdictions with privacy or data
|
||
protection laws that are less protective of Licensee than the
|
||
jurisdiction in which Licensee is domiciled. Licensee acknowledges and
|
||
agrees that such policies may be changed from time to time by Autodesk
|
||
and that, effective upon posting on Autodesk’s website or other written
|
||
notice from Autodesk, Licensee will be subject to such changes.
|
||
|
||
4.2 <span class="underline">Connectivity</span>. Certain Licensed
|
||
Materials may facilitate or require Licensee’s access to and use of
|
||
content and services that are hosted on websites maintained by Autodesk
|
||
or by third parties. In some cases, such content and services may appear
|
||
to be a feature or function within, or extension of, the Licensed
|
||
Materials on Licensee’s Computer even though hosted on such websites.
|
||
Accessing such content or services and use of Licensed Materials may
|
||
cause Licensee’s Computer, without additional notice, to connect
|
||
automatically to the Internet (transitorily, intermittently or on a
|
||
regular basis) and to communicate with an Autodesk or third-party
|
||
website—for example, for purposes of providing Licensee with additional
|
||
information, features and functionality or to validate that the Licensed
|
||
Materials and/or content or services are being used as permitted under
|
||
this Agreement or other applicable terms. Such connectivity to Autodesk
|
||
websites is governed by Autodesk’s policies on privacy and data
|
||
protection described in this Section 4 (Privacy; Use of Information;
|
||
Connectivity). Such connectivity to websites of third parties is
|
||
governed by the terms (including the disclaimers and notices) found on
|
||
such sites or otherwise associated with the third-party content or
|
||
services. Autodesk does not control, endorse, or accept responsibility
|
||
for any such third-party content or services, and any dealings between
|
||
Licensee and any third party in connection with such content or
|
||
services, including, without limitation, such third party’s privacy
|
||
policies, use of personal information, delivery of and payment for goods
|
||
and services, and any other terms associated with such dealings, are
|
||
solely between Licensee and such third party. Autodesk may at any time,
|
||
for any reason, modify or discontinue the availability of any
|
||
third-party content or services. Access to and use of certain content
|
||
and services (whether of Autodesk or third parties) may require assent
|
||
to separate terms and/or payment of additional fees.
|
||
|
||
5\. **Limited Warranty and Disclaimers**
|
||
|
||
5.1 <span class="underline">Limited Warranty</span>. Autodesk warrants
|
||
that, as of the date on which the Licensed Materials are delivered to
|
||
Licensee and for ninety (90) days thereafter or if the license term is
|
||
shorter, such shorter period (“Warranty Period”), the Licensed Materials
|
||
will provide the general features and functions described in the User
|
||
Documentation portion of the Licensed Materials. Autodesk's entire
|
||
liability and Licensee’s exclusive remedy during the Warranty Period
|
||
(“Limited Warranty”) will be, with the exception of any statutory
|
||
warranty or remedy that cannot be excluded or limited under law, at
|
||
Autodesk's option, (i) to attempt to correct or work around errors, if
|
||
any, or (ii) to refund the license fees, if any, paid by Licensee and
|
||
terminate this Agreement or the license specific to such Licensed
|
||
Materials. Such refund is subject to the return, during the Warranty
|
||
Period, of the Autodesk Materials, with a copy of Licensee’s License
|
||
Identification, to Licensee’s local Autodesk office or the Reseller from
|
||
which Licensee acquired the Autodesk Materials. THE LIMITED WARRANTY SET
|
||
FORTH IN THIS SECTION GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY
|
||
HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO
|
||
JURISDICTION. AUTODESK DOES NOT SEEK TO LIMIT LICENSEE’S WARRANTY RIGHTS
|
||
TO ANY EXTENT NOT PERMITTED BY LAW.
|
||
|
||
5.2 <span class="underline">Disclaimer</span>. EXCEPT FOR THE EXPRESS
|
||
LIMITED WARRANTY PROVIDED IN SECTION 5.1 (LIMITED WARRANTY), AND TO THE
|
||
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTODESK AND ITS SUPPLIERS
|
||
MAKE, AND LICENSEE RECEIVES, NO WARRANTIES, REPRESENTATIONS, OR
|
||
CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT
|
||
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
|
||
PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED
|
||
BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT
|
||
TO ANY AUTODESK MATERIALS, RELATIONSHIP PROGRAMS, OR SERVICES (PURSUANT
|
||
TO A RELATIONSHIP PROGRAM OR OTHERWISE). ANY STATEMENTS OR
|
||
REPRESENTATIONS ABOUT THE AUTODESK MATERIALS, RELATIONSHIP PROGRAMS OR
|
||
SERVICES AND THEIR FEATURES OR FUNCTIONALITY IN THE LICENSED MATERIALS
|
||
OR ANY COMMUNICATION WITH LICENSEE ARE FOR INFORMATION PURPOSES ONLY,
|
||
AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION, OR CONDITION. WITHOUT
|
||
LIMITING THE FOREGOING, AUTODESK DOES NOT WARRANT: (a) THAT THE
|
||
OPERATION OR OUTPUT OF THE LICENSED MATERIALS OR SERVICES WILL BE
|
||
UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE,
|
||
WHETHER OR NOT UNDER A RELATIONSHIP PROGRAM OR SUPPORT BY AUTODESK OR
|
||
ANY THIRD PARTY; (b) THAT ERRORS WILL BE CORRECTED BY AUTODESK OR ANY
|
||
THIRD PARTY; OR (c) THAT AUTODESK OR ANY THIRD PARTY WILL RESOLVE ANY
|
||
PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET LICENSEE’S
|
||
REQUIREMENTS OR EXPECTATIONS. NOTHING IN THE FOREGOING RESTRICTS THE
|
||
EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH
|
||
CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL
|
||
RESTRICTION TO THE CONTRARY. WITHOUT LIMITING THE FOREGOING, Autodesk
|
||
AND ITS SUPPLIERS MAKE, AND LICENSEE RECEIVES, no warranties that: (I)
|
||
future versions of the SDK, Library and/or Sample Code(s), if any, will
|
||
contain features similar to or the same as the SDK, Library and/or
|
||
Sample Code(s), respectively or will be compatible with the SDK, Library
|
||
and/or Sample Code(s), respectively; (II) the Software or the SDK,
|
||
Library and/or Sample Code(s) will meet LICENSEE requirements; or (iii)
|
||
operation of the SDK, Library or Sample Code(s) will be uninterrupted or
|
||
error-free.
|
||
|
||
6\. **Warnings**
|
||
|
||
6.1 <span class="underline">Functionality Limitations</span>. The
|
||
Licensed Materials and Services (except for Licensed Materials designed
|
||
for non-commercial use, such as Autodesk Materials designed to be used
|
||
for household or other consumer purposes or licensed only for purposes
|
||
of educational or individual learning) are commercial professional tools
|
||
intended to be used by trained professionals only. Particularly in the
|
||
case of commercial professional use, the Licensed Materials and Services
|
||
are not a substitute for Licensee’s professional judgment or independent
|
||
testing. The Licensed Materials and Services are intended only to assist
|
||
Licensee with its design, analysis, simulation, estimation, testing
|
||
and/or other activities and are not a substitute for Licensee’s own
|
||
independent design, analysis, simulation, estimation, testing, and/or
|
||
other activities, including those with respect to product stress, safety
|
||
and utility. Due to the large variety of potential applications for the
|
||
Licensed Materials and Services, the Licensed Materials and Services
|
||
have not been tested in all situations under which they may be used.
|
||
Autodesk will not be liable in any manner whatsoever for the results
|
||
obtained through use of the Licensed Materials or Services. Persons
|
||
using the Licensed Materials or Services are responsible for the
|
||
supervision, management, and control of the Licensed Materials and
|
||
Services and the results of using the Licensed Materials and Services.
|
||
This responsibility includes, without limitation, the determination of
|
||
appropriate uses for the Licensed Materials and Services and the
|
||
selection of the Licensed Materials, Services and other computer
|
||
programs and materials to help achieve intended results. Persons using
|
||
the Licensed Materials or Services are also responsible for establishing
|
||
the adequacy of independent procedures for testing the reliability,
|
||
accuracy, completeness, and other characteristics of any output of the
|
||
Licensed Materials or Services, including, without limitation, all items
|
||
designed with the assistance of the Licensed Materials or Services.
|
||
Licensee further acknowledges and agrees that the Licensed Materials
|
||
form part of Licensee’s total unique hardware and software environment
|
||
to deliver specific functionality, and that the Licensed Materials and
|
||
Services provided by Autodesk may not achieve the results Licensee
|
||
desires within Licensee’s design, analysis, simulation, estimation,
|
||
and/or testing constraints.
|
||
|
||
6.2 <span class="underline">Activation Codes and Security</span>.
|
||
|
||
6.2.1 <span class="underline">Activation Code Required for
|
||
Installation/Access and Continued Use</span>. Installation of and Access
|
||
to the Licensed Materials require, and the continued use thereof may
|
||
from time to time require, activation codes issued by Autodesk.
|
||
Registration may be required before an activation code is issued by
|
||
Autodesk. Licensee will provide Autodesk and its Reseller with any
|
||
information required for such registration and agrees that any
|
||
information provided to Autodesk or its Reseller will be accurate and
|
||
current. Licensee will also maintain and update Licensee’s registration
|
||
information, on an ongoing basis, through customer data registration
|
||
processes, including without limitation the Customer Information Form,
|
||
which may be provided by Autodesk. Licensee acknowledges and agrees that
|
||
Autodesk may use such information in accordance with its Privacy
|
||
Statement (as described or referenced in Section 4 (Privacy; Use of
|
||
Information; Connectivity)).
|
||
|
||
6.2.2 <span class="underline">Disabling Access</span>. LICENSEE
|
||
ACKNOWLEDGES AND AGREES THAT INSTALLATION OF AND ACCESS TO LICENSED
|
||
MATERIALS MAY BE DISABLED BY THE ACTIVATION, SECURITY, AND TECHNICAL
|
||
PROTECTION MECHANISMS IF LICENSEE TRIES TO TRANSFER ALL OR A PART OF THE
|
||
LICENSED MATERIALS TO ANOTHER COMPUTER, IF LICENSEE TAMPERS WITH THE
|
||
TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER
|
||
OR IN THE LICENSED MATERIALS, IF LICENSEE USES THE LICENSED MATERIALS
|
||
PAST AN APPLICABLE RELATIONSHIP PROGRAM PERIOD OR FIXED TERM, OR IF
|
||
LICENSEE UNDERTAKES CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY MODE
|
||
OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE’S
|
||
ACCESS TO LICENSEE’S WORK PRODUCT AND OTHER DATA MAY BE AFFECTED. MORE
|
||
INFORMATION IS CONTAINED IN THE APPLICABLE LICENSED MATERIALS OR
|
||
AVAILABLE FROM AUTODESK ON REQUEST.
|
||
|
||
6.2.3 <span class="underline">Effect of Activation Codes</span>.
|
||
Licensee acknowledges and agrees that receipt of an activation code
|
||
(whether or not provided to Licensee in error) will not constitute
|
||
evidence of or affect the scope of Licensee’s license rights. Those
|
||
rights will be only as set forth in this Agreement and the applicable
|
||
License Identification.
|
||
|
||
6.3 <span class="underline">Affected Data</span>. Work product and other
|
||
data created with Licensed Materials made available under certain
|
||
License Types, including licenses that limit the permitted purpose to
|
||
educational purposes or personal learning purposes, may contain certain
|
||
notices and limitations that make the work product and other data usable
|
||
only in certain circumstances (e.g., only in the education field). In
|
||
addition, if Licensee combines or links work product or other data
|
||
created with such Licensed Materials with work product or other data
|
||
otherwise created, then such other work product or data may also be
|
||
affected by these notices and limitations. Autodesk will have no
|
||
responsibility or liability whatsoever if Licensee combines or links
|
||
work product or other data created with such Licensed Materials with
|
||
work product or other data otherwise created. In addition, Licensee will
|
||
not remove, alter or obscure any such notices or limitations.
|
||
|
||
7\. **Limitations of Liability**
|
||
|
||
7.1 <span class="underline">Limitation on Type and Amount of
|
||
Liability</span>. IN NO EVENT WILL AUTODESK OR ITS SUPPLIERS HAVE ANY
|
||
LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL,
|
||
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE,
|
||
REVENUE, OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL
|
||
THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY). IN ADDITION, THE
|
||
LIABILITY OF AUTODESK AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO
|
||
ANY AUTODESK MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES WILL NOT
|
||
EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR SUCH AUTODESK
|
||
MATERIALS, RELATIONSHIP PROGRAMS, OR SERVICES, RESPECTIVELY.
|
||
|
||
7.2 <span class="underline">Application of and Basis for
|
||
Limitations</span>. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7
|
||
(LIMITATIONS OF LIABILITY) WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
|
||
APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND
|
||
REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT,
|
||
TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF
|
||
AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND
|
||
REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF
|
||
THEIR ESSENTIAL PURPOSE. ALSO, LICENSEE AGREES THAT THE LICENSE,
|
||
RELATIONSHIP PROGRAMS AND SERVICES FEES AND OTHER FEES CHARGED BY
|
||
AUTODESK AND PAID BY LICENSEE ARE BASED ON AND REFLECTIVE OF THE
|
||
ALLOCATION OF RISK CONTEMPLATED BY THIS SECTION 7 (LIMITATIONS OF
|
||
LIABILITY) AND THAT THE LIABILITY LIMITATIONS IN THIS SECTION 7
|
||
(LIMITATIONS OF LIABILITY) ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT
|
||
BETWEEN THE PARTIES.
|
||
|
||
8\. **Term and Termination**
|
||
|
||
8.1 <span class="underline">Term; Termination or Suspension</span>. Each
|
||
license under this Agreement, with respect to each specific set of
|
||
Licensed Materials covered by this Agreement, will become effective as
|
||
of the latest to occur of: (a) this Agreement becoming effective, (b)
|
||
payment by Licensee of the applicable fees, excluding licenses (such as
|
||
evaluation licenses) where no fees are required, (c) delivery of the
|
||
specific Licensed Materials, and (d) in the case of Autodesk Materials
|
||
provided in connection with a Relationship Program, upon commencement of
|
||
the applicable Relationship Program period or fixed term. Each of
|
||
Autodesk or Licensee may terminate this Agreement, Licensee’s license as
|
||
to Licensed Materials, Licensee’s Relationship Program, and/or the
|
||
provision of Services relating to the Licensed Materials if the other
|
||
party is in breach of this Agreement and fails to cure such breach
|
||
within ten (10) days after written notice of the breach; however, if
|
||
Licensee is in breach of Section 1 (License) or Section 2 (License
|
||
Limitations; Prohibitions), Autodesk may terminate this Agreement,
|
||
Licensee’s license as to Licensed Materials, Licensee’s Relationship
|
||
Program, and/or the provision of Services relating to the Licensed
|
||
Materials immediately upon written notice of the breach. In addition,
|
||
Autodesk may, as an alternative to termination, suspend Licensee’s
|
||
license as to the Licensed Materials, Licensee’s Relationship Program,
|
||
the provision of Services relating to the Licensed Materials, and/or
|
||
other Autodesk obligations or Licensee rights under this Agreement (or
|
||
under other terms, if any, relating to materials associated with the
|
||
Licensed Materials), if Licensee fails to make a payment to Autodesk or
|
||
a Reseller or otherwise fails to comply with the provisions of this
|
||
Agreement or other terms relating to any such license, Relationship
|
||
Program, Services, or other associated materials. Autodesk may also
|
||
terminate this Agreement if Licensee becomes subject to bankruptcy
|
||
proceedings, becomes insolvent, or makes an arrangement with Licensee’s
|
||
creditors. This Agreement will terminate automatically without further
|
||
notice or action by Autodesk if Licensee goes into liquidation.
|
||
|
||
Licensee acknowledges and agrees that Autodesk may assign or
|
||
sub-contract any of its rights or obligations under this Agreement.
|
||
|
||
8.2 <span class="underline">Effect of Termination of Agreement or
|
||
License</span>. Upon termination or expiration of this Agreement, the
|
||
licenses granted hereunder will terminate. Upon termination or
|
||
expiration of any license granted to Licensee, Licensee must cease all
|
||
use of Autodesk Materials to which such license applies, any
|
||
Relationship Program (including, without limitation, associated
|
||
services), and any Services and Uninstall all copies of the Autodesk
|
||
Materials. At Autodesk’s request, Licensee agrees to destroy or return
|
||
to Autodesk or the Reseller from which they were acquired all Autodesk
|
||
Materials. Autodesk reserves the right to require Licensee to show
|
||
satisfactory proof that all copies of the Autodesk Materials have been
|
||
Uninstalled and, if so requested by Autodesk, destroyed or returned to
|
||
Autodesk or the Reseller from which they were acquired. If Licensee’s
|
||
Relationship Program is terminated or expires, but this Agreement and
|
||
Licensee’s license to the Licensed Materials remains in effect, any
|
||
rights of Licensee based on the Relationship Program (including, without
|
||
limitation, rights with respect to Previous Versions) will terminate,
|
||
and (unless otherwise authorized by the Relationship Program Terms)
|
||
Licensee must comply with the obligations of Section 1.2.1 (Effect of
|
||
Upgrades) with respect to (including the obligations to cease use of,
|
||
Uninstall and destroy or return) all copies of such Previous Versions.
|
||
|
||
8.3 <span class="underline">Survival</span>. Sections 1.3 (Additional
|
||
Terms), 1.4 (Other Materials), 1.5 (Authorized Users), 1.6 (Third-Party
|
||
Licensed Materials), 1.11 (APIs), 2.1.1 (No License Granted;Unauthorized
|
||
Activities), 2.1.4 (Effect of Unauthorized Use), 2.2 (Circumvention), 3
|
||
(All Rights Reserved), 4 (Privacy; Use of Information; Connectivity),
|
||
5.2 (Disclaimer), 6 (Warnings), 7 (Limitations of Liability), 8 (Term
|
||
and Termination), and 9 (General Provisions) and Exhibit A will survive
|
||
any termination or expiration of this Agreement.
|
||
|
||
9\. **General Provisions**
|
||
|
||
9.1 <span class="underline">Notices</span>. Notices in connection with
|
||
this Agreement by either party will be in writing and will be sent by
|
||
electronic mail, postal service, or a delivery service (such as UPS,
|
||
FedEx or DHL), except that Licensee may not provide notice to Autodesk
|
||
of an Autodesk breach or provide notice of termination of this Agreement
|
||
by electronic mail. Notices from Autodesk to Licensee will be effective
|
||
(a) in the case of notices by email, one (1) day after sending to the
|
||
email address provided to Autodesk, or (b) in the case of notices by
|
||
mail or delivery service, five (5) days after sending by regular post or
|
||
delivery service to the address provided to Autodesk. Licensee hereby
|
||
consents to service of process being effected on Licensee by registered
|
||
mail sent to the address set forth on Licensee’s Customer Information
|
||
Form (or, if no Customer Information Form has been provided, Licensee’s
|
||
last address known by Autodesk) if so permitted by applicable law.
|
||
Notices from Licensee to Autodesk will be effective (a) in the case of
|
||
notices by email, one (1) day after sending to (and receipt by Autodesk
|
||
at) CopyrightAgent@autodesk.com, or (b) in the case of notices by mail
|
||
or delivery service, when received by Autodesk at Autodesk, Inc., 111
|
||
McInnis Parkway, San Rafael, California 94903, USA, Attention: Copyright
|
||
Agent. If Licensee participates in a Relationship Program, either party
|
||
may also provide notice as set forth in the Relationship Program Terms.
|
||
|
||
9.2 <span class="underline">Governing Law and Jurisdiction</span>. This
|
||
Agreement will be governed by and construed in accordance with the laws
|
||
of (a) Switzerland if Licensee acquired the Autodesk Materials in a
|
||
country in Europe, Africa or the Middle East, (b) Singapore if Licensee
|
||
acquired the Autodesk Materials in a country in Asia, Oceania or the
|
||
Asia-Pacific region, or (c) the State of California (and, to the extent
|
||
controlling, the federal laws of the United States) if Licensee acquired
|
||
the Autodesk Materials in a country in the Americas (including the
|
||
Caribbean) or any other country not specified in this Section 9.2
|
||
(Governing Law and Jurisdiction). The laws of such jurisdictions shall
|
||
govern without reference to the conflicts-of-laws rules thereof. The UN
|
||
Convention on Contracts for the International Sale of Goods and the
|
||
Uniform Computer Information Transaction Act shall not apply to (and are
|
||
excluded from the laws governing) this Agreement. In addition, each
|
||
party agrees that any claim, action or dispute arising under or relating
|
||
to this Agreement will be brought exclusively in (and the parties will
|
||
be subject to the exclusive jurisdiction of) the Superior Court of the
|
||
State of California, County of Marin, or the United States District
|
||
Court for the Northern District of California in San Francisco, except
|
||
that if Licensee has acquired the Autodesk Materials in (a) a country in
|
||
Europe, Africa or the Middle East, any such claim or dispute will be
|
||
brought exclusively in (and the parties will be subject to the exclusive
|
||
jurisdiction of) the courts of Switzerland, or (b) a country in Asia,
|
||
Oceania or the Asia-Pacific region, any such claim or dispute will be
|
||
brought exclusively in (and the parties will be subject to the exclusive
|
||
jurisdiction of) the courts of Singapore. Nothing in the foregoing will
|
||
prevent Autodesk from bringing an action for infringement of
|
||
intellectual property rights in any country where such infringement is
|
||
alleged to occur.
|
||
|
||
9.3 <span class="underline">No Assignment; Insolvency</span>. Licensee
|
||
may not assign this Agreement or any rights hereunder (whether by
|
||
purchase of stock or assets, merger, change of control, operation of
|
||
law, or otherwise) without Autodesk's prior written consent, which may
|
||
be withheld in Autodesk's sole and absolute discretion, and any
|
||
unauthorized purported assignment by Licensee will be void. In the
|
||
context of any bankruptcy or similar proceeding, Licensee acknowledges
|
||
and agrees this Agreement is and shall be treated as an executory
|
||
contract that may not be assumed and/or assigned without Autodesk's
|
||
prior written consent, which consent may be withheld in Autodesk's sole
|
||
and absolute discretion whether pursuant to Section 365(c)(1) of Title
|
||
11 of the United States Code or any other applicable law respecting the
|
||
treatment of executory contracts within bankruptcy. Any assignment
|
||
(regardless of how or on what basis the assignment may occur) will be
|
||
conditioned on compliance with the following: at least thirty (30) days
|
||
before assigning or agreeing to any assignment of rights under this
|
||
Agreement (including transferring any copies of or right to use the
|
||
Software), (a) Licensee must provide written notice to Autodesk,
|
||
Uninstall all copies of the Software, and (without limitation of the
|
||
generality of Section 9.7 (Audits)) allow Autodesk or its designee to
|
||
inspect the records, systems and facilities of (or operated for)
|
||
Licensee and its subsidiaries and affiliates to verify (by any means
|
||
available to Autodesk, whether remotely or on premises) that all copies
|
||
of the Software have been Uninstalled, (b) the proposed assignee must
|
||
agree to comply (and Licensee must ensure that the assignee will comply)
|
||
with all of the obligations of this Agreement with respect to such
|
||
Software, which agreement must provide that Autodesk is a third-party
|
||
beneficiary of the assignee’s agreement, and the assignee must provide a
|
||
copy of the agreement to Autodesk, and (c) Licensee and proposed
|
||
assignee must comply with all other transfer procedures identified by
|
||
Autodesk.
|
||
|
||
9.4 <span class="underline">Autodesk Subsidiaries and Affiliates</span>.
|
||
Licensee acknowledges and agrees that Autodesk may arrange to have its
|
||
subsidiaries and affiliates engage in activities in connection with this
|
||
Agreement, including, without limitation, delivering Autodesk Materials
|
||
and providing Relationship Programs and Services, provided that Autodesk
|
||
(and not such subsidiaries and affiliates) will remain subject to the
|
||
obligations of Autodesk under this Agreement. Licensee also agrees that
|
||
Autodesk’s subsidiaries and affiliates may enforce (including taking
|
||
actions for breach of) this Agreement.
|
||
|
||
9.5 <span class="underline">Exceptions to Prohibitions;
|
||
Severability</span>.
|
||
|
||
9.5.1 <span class="underline">Exceptions to Prohibitions</span>. The
|
||
prohibitions contained in this Agreement will not apply where and to the
|
||
extent applicable law does not allow such prohibitions to be enforced.
|
||
Licensee may have other rights under the laws of the state or country
|
||
within the Territory where the Licensed Materials are acquired, and this
|
||
Agreement does not change Licensee’s rights under the laws of such state
|
||
or country if and to the extent the laws of such state or country do not
|
||
permit this Agreement to do so. Licensee will bear the burden of proof
|
||
to demonstrate that applicable law does not allow (i) the enforcement of
|
||
such prohibitions; or (ii) this Agreement to change particular rights in
|
||
a state or country (and that Licensee has not exceeded the bounds of the
|
||
unenforceable prohibitions and unchangeable rights).
|
||
|
||
9.5.2 <span class="underline">Severability</span>. If and to the extent
|
||
any provision of this Agreement is held illegal, invalid, or
|
||
unenforceable in whole or in part under applicable law, such provision
|
||
or such portion thereof will be ineffective as to the jurisdiction in
|
||
which it is illegal, invalid, or unenforceable to the extent of its
|
||
illegality, invalidity, or unenforceability and will be deemed modified
|
||
to the extent necessary to conform to applicable law so as to give the
|
||
maximum effect to the intent of the parties. The illegality, invalidity,
|
||
or unenforceability of such provision in that jurisdiction will not in
|
||
any way affect the legality, validity, or enforceability of such
|
||
provision or any other provision of this Agreement in any other
|
||
jurisdiction.
|
||
|
||
9.6 <span class="underline">No Waiver</span>. No term or provision of
|
||
this Agreement will be considered waived, and no breach excused, unless
|
||
such waiver is in writing signed on behalf of the party against which
|
||
the waiver is asserted. No waiver (whether express or implied) will
|
||
constitute consent to, waiver of, or excuse of any other, different, or
|
||
subsequent breach.
|
||
|
||
9.7 <span class="underline">Audits</span>. Licensee agrees that Autodesk
|
||
has the right to require an audit (electronic or otherwise) of the
|
||
Autodesk Materials and the Installation thereof and Access thereto. As
|
||
part of any such audit, Autodesk or its authorized representative will
|
||
have the right, on fifteen (15) days’ prior notice to Licensee, to
|
||
inspect Licensee’s records, systems and facilities, including machine
|
||
IDs, serial numbers and related information, to verify that the use of
|
||
any and all Autodesk Materials is in conformance with this Agreement.
|
||
Licensee will provide full cooperation to enable any such audit. If
|
||
Autodesk determines that Licensee’s use is not in conformity with the
|
||
Agreement, Licensee will obtain immediately and pay for valid license(s)
|
||
to bring Licensee’s use into compliance with this Agreement and other
|
||
applicable terms and pay the reasonable costs of the audit. In addition
|
||
to such payment rights, Autodesk reserves the right to seek any other
|
||
remedies available at law or in equity, whether under this Agreement or
|
||
otherwise.
|
||
|
||
9.8 <span class="underline">Language</span>. The English language
|
||
version of this Agreement is legally binding in case of any
|
||
inconsistencies between the English version and any translations. If
|
||
Licensee purchased the license for the Licensed Materials in Canada,
|
||
Licensee agrees to the following: The parties hereto confirm that it is
|
||
their wish that this Agreement, as well as other documents relating
|
||
hereto, including notices, have been and shall be written in the English
|
||
language only. Les parties ci-dessus confirment leur désir que cet
|
||
accord ainsi que tous les documents, y compris tous avis qui s'y
|
||
rattachent, soient rédigés en langue anglaise.
|
||
|
||
9.9 <span class="underline">Construction</span>. Ambiguities in this
|
||
Agreement will not be construed against the drafter.
|
||
|
||
9.10 <span class="underline">Force Majeure</span>. Autodesk will not be
|
||
liable for any loss, damage or penalty resulting from delays or failures
|
||
in performance resulting from acts of God, supplier delay or other
|
||
causes beyond Autodesk's reasonable control.
|
||
|
||
9.11 <span class="underline">U.S. Government Rights</span>. For U.S.
|
||
Government procurements, all Autodesk Materials are deemed to be
|
||
commercial computer software as defined in FAR 12.212 and subject to
|
||
restricted rights as defined in FAR Section 52.227-19 "Commercial
|
||
Computer Software - Restricted Rights" and DFARS 227.7202, “Rights in
|
||
Commercial Computer Software or Commercial Computer Software
|
||
Documentation”, as applicable, and any successor regulations. Any use,
|
||
modification, reproduction release, performance, display or disclosure
|
||
of the Autodesk Materials by the U.S. Government shall be solely in
|
||
accordance with license rights and restrictions described herein.
|
||
|
||
9.12 <span class="underline">Export Control</span>. Licensee
|
||
acknowledges and agrees that the Autodesk Materials and Services
|
||
(including any data submitted by Licensee in connection with a Service
|
||
and any Licensee-specific output generated by a Service) are subject to
|
||
compliance with United States and other applicable country export
|
||
control and trade sanctions laws, rules and regulations, including,
|
||
without limitation the regulations promulgated by the U.S. Department of
|
||
Commerce and the U.S. Department of the Treasury (collectively, "Export
|
||
Control Laws"). Licensee represents, warrants and covenants that neither
|
||
Licensee nor Licensee’s Personnel (i) are a citizen or resident of, or
|
||
located within, a nation that is subject to U.S. trade sanctions or
|
||
other significant trade restrictions (including, without limitation,
|
||
Cuba, Iran, Sudan, Syria and North Korea), (ii) are identified on any of
|
||
the U.S. government restricted party lists (including, without
|
||
limitation, the U.S. Treasury Department's List of Specially Designated
|
||
Nationals and Blocked Persons, the U.S. Department of Commerce’s Denied
|
||
Party List, Entity List and Unverified List and the U.S. Department of
|
||
State’s proliferation-related lists), (iii) will, unless otherwise
|
||
authorized under the Export Control Laws, use Autodesk Materials or
|
||
Services in any restricted end use, including, without limitation,
|
||
design, analysis, simulation, estimation, testing, or other activities
|
||
related to nuclear, chemical/biological weapons, rocket systems or
|
||
unmanned air vehicles applications, or (iv) will use the Autodesk
|
||
Materials or Services to disclose, transfer, download, export, or
|
||
re-export, directly or indirectly, any Licensee-specific output
|
||
generated by the Autodesk Materials or Services, Licensee content, third
|
||
party content, or any other content or material to any country, entity,
|
||
or party that is ineligible to receive such items under the Export
|
||
Control Laws or other laws or regulations to which Licensee may be
|
||
subject. Licensee understands that the requirements and restrictions of
|
||
the Export Control Laws as applicable to Licensee may vary depending on
|
||
the Autodesk Materials or Services provided under this Agreement and may
|
||
change over time. Licensee shall be solely responsible for (i)
|
||
determining the precise controls applicable to the Autodesk Materials or
|
||
Services, and (ii) complying with the Export Control Laws and monitoring
|
||
any modifications to them.
|
||
|
||
9.13 <span class="underline">Entire Agreement</span>. This Agreement and
|
||
any other terms referenced in this Agreement (such as the Relationship
|
||
Program Terms and the Services Terms) constitute the entire agreement
|
||
between the parties (and merge and supersede any prior or
|
||
contemporaneous agreements, discussions, communications, agreements,
|
||
representations, warranties, advertising or understandings) with respect
|
||
to the subject matter hereof, except that particular Autodesk Materials
|
||
may be subject to additional or different terms associated with such
|
||
Autodesk Materials. The parties acknowledge that, in entering into this
|
||
Agreement, they are not relying on any agreements, discussions,
|
||
communications, agreements, representations, warranties, advertising or
|
||
understandings other than as expressly set forth in this Agreement.
|
||
Licensee acknowledges and agrees that Autodesk may add to or change the
|
||
Relationship Program Terms and the Services Terms from time to time,
|
||
provided that Autodesk will provide written notice of the additions or
|
||
changes (and may allow Licensee not to renew, may permit Licensee to
|
||
terminate, and may offer other options with respect to Relationship
|
||
Programs or Services) before the additions or changes are effective as
|
||
to Licensee. In the event of a conflict between this Agreement and any
|
||
other terms of Autodesk (including, without limitation, the Relationship
|
||
Program Terms, the Services Terms, or such additional or different
|
||
terms), the other terms will apply. Terms stipulated by Licensee in any
|
||
communication by Licensee which purport to vary this Agreement or such
|
||
other terms will be void and of no effect unless agreed in a writing
|
||
signed by an authorized representative of Autodesk. Any other
|
||
modifications to this Agreement will also be invalid unless agreed to in
|
||
a writing signed by an authorized representative of Autodesk.
|
||
|
||
10\. **Additional Terms.**
|
||
|
||
This Section 10 (Additional Terms) applies to the following Software
|
||
that may be included within the Licensed Materials: (i) Autodesk Maya;
|
||
(ii) Autodesk Softimage; (iii) Autodesk 3ds Max; and (iv) Autodesk 3ds
|
||
Max Design.
|
||
|
||
10.1 <span class="underline">Rendering</span>.
|
||
|
||
10.1.1 With regard to the Rendering Software (defined below), in
|
||
addition to any other license granted in this Agreement, Licensee may
|
||
allow the Rendering Software to be Installed or Accessed on a Networked
|
||
Basis, solely for Licensee’s Internal Business Needs, specifically to
|
||
render files created with the Software. However, if the Rendering
|
||
Software is mental ray, and the Software is provided with a finite
|
||
number of mental ray rendering nodes, then with regard to mental ray the
|
||
foregoing is restricted to that number of mental ray rendering nodes.
|
||
|
||
10.1.2 With regard to the mental ray Batch Software (defined below), in
|
||
addition to any other license granted in this Agreement, Licensee may
|
||
allow the mental ray Batch Software to be Installed or Accessed on a
|
||
Networked Basis, solely for Licensee’s Internal Business Needs, and used
|
||
(i) specifically to render files created with the Software; or (ii) by
|
||
the Rendering Software specifically to render files created with the
|
||
Software. The total number of CPUs used by the mental ray Batch Software
|
||
cannot exceed the number specified in the License Identification.
|
||
|
||
10.1.3 With regard to the mental ray Standalone (defined below),
|
||
Licensee may allow the mental ray Standalone to be Installed or
|
||
Accessed, on a Networked Basis, solely on Computing Device(s) (defined
|
||
below) solely for Licensee’s Internal Business Needs specifically to
|
||
render files created with the Software. With regard to mental ray
|
||
Standalone, any reference in the Agreement to Computer is hereby deleted
|
||
and “Computing Device(s)” substituted therefor.
|
||
|
||
10.1.4 With regard to the mental ray Satellite (defined below) for each
|
||
of Autodesk 3ds Max, Autodesk Maya and Autodesk Softimage Software each
|
||
mental ray Satellite executable(s) may run on one (1) or more host no
|
||
more than four (4) client Computing Devices. With regard to mental ray
|
||
Satellite, any reference in the Agreement to Computer is hereby deleted
|
||
and “Computing Device(s)” substituted therefor.
|
||
|
||
10.1.5 <span class="underline">Definitions</span>.
|
||
|
||
(1) “mental ray Standalone” means the mental ray Standalone
|
||
client/server executable, including the mental ray standard shader
|
||
libraries and utility programs, used specifically for rendering files
|
||
created with the Software.
|
||
|
||
(2) “Rendering Software” means a subset of the Software used
|
||
specifically for rendering files created with the Software.
|
||
|
||
(3) “mental ray Batch Software” means a subset of the Software used: (i)
|
||
specifically for rendering files created with the Software or (ii) by
|
||
the Rendering Software specifically for rendering files created with the
|
||
Software.
|
||
|
||
(4) “mental ray Satellite” means the mental ray Satellite server
|
||
executable, including the mental ray standard shader libraries. mental
|
||
ray Satellite is functionally equivalent to the mental ray Standalone
|
||
server executable, used specifically for rendering files created with
|
||
the Software except it is not able to read and write files in the
|
||
complete mi2 format.
|
||
|
||
(5) “Computing Device” means (i) a single electronic assembly with a
|
||
maximum of: (a) four (4) CPUs (regardless of the number of cores in each
|
||
CPU) each CPU having one or more microprocessors, (b) four (4) discrete
|
||
GPU-based computing boards; or (ii) a software implementation of the
|
||
single electronic assembly, (a so-called 'virtual machine') described in
|
||
(i) above, which single electronic assembly accepts information in
|
||
digital or similar form and manipulates the information for a specific
|
||
result based on a sequence of instructions.
|
||
|
||
10.2 <span class="underline">Exceptions</span>.
|
||
|
||
10.2.1 This Section 10.2 (Exceptions) applies to the Autodesk Media &
|
||
Entertainment 3D entertainment Software that may be included within the
|
||
Licensed Materials. Notwithstanding the provisions set forth in Section
|
||
2.1.1 (No License Granted; Unauthorized Activities) if: (i) the
|
||
Redistributable Component (defined below) operates with the Software and
|
||
with Licensee Application; and (ii) the Redistributable Component is
|
||
linked to Licensee Application; then Licensee may reproduce and
|
||
distribute the Redistributable Component and Licensee Application
|
||
together, subject to Licensee’s strict adherence to all of the following
|
||
terms and conditions:
|
||
|
||
(a) the class identifications for any classes of objects Licensee
|
||
created shall be different from and clearly distinguishable from the
|
||
class identifications used by Autodesk;
|
||
|
||
(b) modified Sample (defined below) code and any resulting binary files
|
||
in Licensee Application are identified as developed by Licensee, and not
|
||
by Autodesk;
|
||
|
||
(c) Licensee Application has Licensee’s copyright notice;
|
||
|
||
(d) any Modification (defined below), and resulting binary files, shall
|
||
include the copyright notices of Autodesk, Inc. as well as the following
|
||
statement: "This software contains copyrighted code owned by Autodesk,
|
||
Inc. but has been modified and is not endorsed by Autodesk, Inc." The
|
||
language of the copyright notice and the statement shall be in the same
|
||
language as the Software language;
|
||
|
||
(e) distribution is strictly for not-for-profit purposes;
|
||
|
||
(f) distribution is either in binary form or text form;
|
||
|
||
(g) distribution is subject to a standard form of click-through end-user
|
||
license agreement which license agreement, among other things: (1)
|
||
protects Autodesk's interests consistent with the terms of this
|
||
Agreement; and (2) prohibits the redistribution of the Redistributable
|
||
Component;
|
||
|
||
(h) if the Redistributable Component operates with the Autodesk 3ds Max
|
||
Software and/or Autodesk 3ds Max Design Software and with Licensee
|
||
Application then prior to reproduction and distribution of the
|
||
Redistributable Component and Licensee Application all MIDI files have
|
||
been excluded from the Redistributable Component and Licensee
|
||
Application; and
|
||
|
||
(i) Licensee agrees to defend, indemnify and hold harmless Autodesk and
|
||
its subsidiaries and affiliates from and against any and all damages,
|
||
costs, losses, liabilities, expenses and settlement amounts incurred in
|
||
connection with any suit, claim or action by any third party alleging
|
||
that the Redistributable Component and/or Licensee Application infringes
|
||
or misappropriates any patent, copyrights, moral rights, trademark,
|
||
trade secret and design rights, whether registered or unregistered, and
|
||
including any application for registration of any of the foregoing and
|
||
all rights or forms of protections of a similar nature having equivalent
|
||
or similar effect to any of these, which may subsist anywhere in the
|
||
world, of such third party.
|
||
|
||
10.2.2 <span class="underline">Definitions</span>.
|
||
|
||
(1) "Licensee Application" means, with regard to the Software, a
|
||
Modification made by Licensee for designing, developing, and testing an
|
||
application program made by Licensee.
|
||
|
||
(2) "Modification" means any: (i) addition to the substance of a Sample
|
||
or any addition to the substance of the contents of a file containing a
|
||
Sample; (ii) any deletion from the structure of a Sample, or any
|
||
deletion from the structure of the contents of a file containing a
|
||
Sample; and/or (iii) any new file that contains any part of a Sample;
|
||
all of which, in Autodesk’s sole discretion, ensures that the Sample is
|
||
not the primary source of value.
|
||
|
||
(3) "Redistributable Component" means the Sample(s) and/or a
|
||
Modification.
|
||
|
||
(4) "Sample(s)" means sample source code, or individual animations,
|
||
still images, and/or audio files contained in the Software, and located
|
||
in the samples directory, the examples subdirectory, samples files or
|
||
any similar type directory or file.
|
||
|
||
10.3 <span class="underline">Additional Terms; Certain Softimage
|
||
Materials</span>. This Section 10.3 (Additional Terms; Certain Softimage
|
||
Materials) applies to the following Software that may be included within
|
||
the Licensed Materials: (i) Autodesk Softimage Mod Tool software; and
|
||
(ii) Autodesk Softimage Mod Tool Pro software.
|
||
|
||
10.3.1 <span class="underline">Autodesk Softimage Mod Tool
|
||
Software</span>. In the event the Software is Autodesk Softimage Mod
|
||
Tool Software then the applicable Exhibit B License Type is B. 4.
|
||
(<span class="underline">Educational Stand-alone (Individual)
|
||
License</span>).
|
||
|
||
10.3.2 <span class="underline">Autodesk Softimage Mod Tool Pro
|
||
Software</span>. In the event the Software is Autodesk Softimage Mod
|
||
Tool Pro Software, then the applicable Exhibit B License Type is B. 1.
|
||
(Stand-alone (Individual) License), however, Licensee’s Internal
|
||
Business Needs are limited to the design, development and testing of an
|
||
application program designed to function with the Software for
|
||
Licensee’s internal use in producing multimedia content in conjunction
|
||
with Licensee’s valid XNA<sup>®</sup> Creators Club Online Premium
|
||
Membership.
|
||
|
||
11\. **Additional Terms: Quantity Take Off**.
|
||
|
||
This Section 11 (Additional Terms; Quantity Take Off) applies to the
|
||
Quantity Take Off Software that may be included within the Licensed
|
||
Materials (“QTO Software”):
|
||
|
||
11.1 The QTO Software is based in part on the work of the Independent
|
||
JPEG Group.
|
||
|
||
11.2 Portions of the QTO Software include Crystal Reports Runtime
|
||
Software (“Runtime Software”) licensed from Business Objects Software
|
||
Ltd (“Business Objects”). Licensee’s use of the Runtime Software is
|
||
subject to the following terms:
|
||
|
||
(a) Licensee agrees not to alter disassemble, decompile, translate,
|
||
adapt or reverse-engineer the Runtime Software or the report file (.RPT)
|
||
format;
|
||
|
||
(b) Licensee agrees not to distribute the Runtime Software with any
|
||
general-purpose report writing, data analysis or report delivery product
|
||
or any other product that performs the same or similar functions as
|
||
Business Objects’ product offerings;
|
||
|
||
(c) Licensee agrees not to use the Runtime Software to create for
|
||
distribution a product that is generally competitive with Business
|
||
Objects' product offerings;
|
||
|
||
(d) Licensee agrees not to use the Runtime Software to create for
|
||
distribution a product that converts the report file (.RPT) format to an
|
||
alternative report file format used by any general-purpose report
|
||
writing, data analysis or report delivery product that is not the
|
||
property of Business Objects; and
|
||
|
||
(e) Licensee agrees not to use the Crystal Reports Software on a rental
|
||
or timesharing basis or to operate a service bureau facility for the
|
||
benefit of third-parties.
|
||
|
||
11.3 BUSINESS OBJECTS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS
|
||
OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF
|
||
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT
|
||
OF THIRD PARTY RIGHTS. BUSINESS OBJECTS AND ITS SUPPLIERS SHALL HAVE NO
|
||
LIABILITY WHATSOEVER UNDER THIS AGREEMENT OR IN CONNECTION WITH THE
|
||
CRYSTAL REPORTS SOFTWARE.
|
||
|
||
12\. Autodesk download technology may use the Akamai NetSession
|
||
Interface, which may utilize a limited amount of your upload bandwidth
|
||
and PC resources to connect you to a peered network and improve speed
|
||
and reliability of Web content. The Akamai NetSession Interface is
|
||
secure client-side networking technology that harnesses the power of
|
||
your computer to deliver software and media available on the Akamai
|
||
network. Your Akamai NetSession Interface works collectively with other
|
||
Akamai NetSession Interfaces, along with thousands of Akamai edge
|
||
servers, and runs as a networking service utilizing a limited amount of
|
||
your computer's available resources. More information about the Akamai
|
||
NetSession Interface is available here:
|
||
[<span class="underline">http://www.akamai.com/client</span>](http://www.akamai.com/client).
|
||
By clicking "Accept" and using the Autodesk download technology, you
|
||
accept the Akamai License Agreement
|
||
([<span class="underline">http://www.akamai.com/eula</span>](http://www.akamai.com/eula))
|
||
in addition to the Autodesk License and Service Agreement.
|
||
|
||
**Exhibit A**
|
||
|
||
**<span class="underline">Definitions</span>**
|
||
|
||
1\. “<span class="underline">Access</span>” or
|
||
“<span class="underline">Accessible</span>” means, with respect to a
|
||
computer program or other materials, (a) to use or execute the computer
|
||
program or other materials or (b) to use or otherwise benefit from the
|
||
features or functionality of the computer program or other materials.
|
||
|
||
2\. “<span class="underline">Agreement</span>” means this License and
|
||
Services Agreement, including all exhibits and schedules thereto, as the
|
||
License and Services Agreement may be amended from time to time in
|
||
accordance with the terms thereof.
|
||
|
||
3\. “<span class="underline">Authorized User</span>” means any
|
||
individual person who Installs or Accesses, or is authorized to Install
|
||
or Access, any of the Licensed Materials.
|
||
|
||
4\. “<span class="underline">Autodesk</span>” means Autodesk, Inc., a
|
||
Delaware corporation, except that if, Licensee acquires a license to the
|
||
Autodesk Materials in (a) a country in Europe, Africa or the Middle
|
||
East, “Autodesk” means Autodesk Development Sàrl or (b) a country in
|
||
Asia, Oceania or the Asia-Pacific region, “Autodesk” means Autodesk Asia
|
||
Pte Ltd.
|
||
|
||
5\. “<span class="underline">Autodesk License Manager</span>” means the
|
||
tool known as Autodesk License Manager or any future Autodesk tool for
|
||
managing, monitoring or controlling Installation of or Access to
|
||
Autodesk Materials.
|
||
|
||
6\. “<span class="underline">Autodesk Materials</span>” means any
|
||
materials distributed or made available by Autodesk, directly or
|
||
indirectly, including Software, Supplemental Materials, User
|
||
Documentation and Excluded Materials (whether or not licensed to
|
||
Licensee).
|
||
|
||
7\. “<span class="underline">Computer</span>” means (i) a single
|
||
electronic device, with one or more central processing units (CPUs),
|
||
that accepts information in digital or similar form and manipulates the
|
||
information for a specific result based on a sequence of instructions,
|
||
or (ii) a software implementation of such a device (or so-called virtual
|
||
machine).
|
||
|
||
8\. “<span class="underline">Customer Information Form</span>” means a
|
||
form completed by or on behalf of Licensee and submitted to Autodesk or
|
||
a Reseller, directly or indirectly, in connection with Licensee’s order
|
||
for a license of Autodesk Materials, Relationship Program or Services.
|
||
|
||
9\. “<span class="underline">Educational Licensee</span>” means a
|
||
Licensee who is also (a) a Qualified Educational Institution, (b)
|
||
Faculty, (c) Student or (d) Other Authorized Educational Licensee. An
|
||
Educational Licensee may be required to show proof of eligibility if
|
||
requested by Autodesk. Autodesk, in its sole discretion, retains the
|
||
right to determine the eligibility of an Educational Licensee.
|
||
|
||
10\. “<span class="underline">Educational Purposes</span>” means (i) in
|
||
the case of a Qualified Educational Institution, Faculty or Other
|
||
Authorized Educational Licensees, purposes directly related to learning,
|
||
teaching, training, research and development that are part of the
|
||
instructional functions performed by a Qualified Educational Institution
|
||
or Other Authorized Educational Licensee and (ii) in the case of
|
||
Students, purposes related to learning, training, research or
|
||
development. “Educational Purposes” does not include commercial,
|
||
professional or any other for-profit purposes.
|
||
|
||
11\. “<span class="underline">Evaluation Purposes</span>” means purposes
|
||
of evaluation and demonstration of the capabilities of the Software or
|
||
Supplemental Materials but excludes competitive analysis and any
|
||
commercial, professional, or other for-profit purposes.
|
||
|
||
12\. “<span class="underline">Excluded Materials</span>” means any
|
||
materials, including Software, Supplemental Materials or User
|
||
Documentation (and including, without limitation, any computer programs,
|
||
modules or components of a computer program, functionality or features
|
||
of a computer program, explanatory printed or electronic materials,
|
||
content or other materials, if any), that may be provided or become
|
||
available to Licensee, by any means, or that are on any media delivered
|
||
to Licensee, for which (a) Licensee does not have a License
|
||
Identification, or (b) Licensee has not paid (and continued to pay) the
|
||
applicable fees. Licensee acknowledges that Excluded Materials are
|
||
included on media or via download for convenience of the licensing
|
||
mechanism used by Autodesk, and inclusion does not in any way authorize,
|
||
expressly or impliedly, a right to use such Excluded Materials.
|
||
|
||
13\. “<span class="underline">Faculty</span>” means an individual person
|
||
who is an employee or independent contractor working for a Qualified
|
||
Educational Institution.
|
||
|
||
14\. “<span class="underline">Install</span>” and
|
||
“<span class="underline">Installation</span>” means, with respect to a
|
||
computer program or other materials, to copy the program or other
|
||
materials onto a hard disk or other storage medium.
|
||
|
||
15\. “<span class="underline">License Identification</span>” means one
|
||
or more designations by Autodesk that set forth the License Type (among
|
||
other things) for Licensee’s license of the Licensed Materials. The
|
||
License Identification may be (a) located (i) in the Licensed Materials
|
||
(e.g., in an “About” box, license information dialog box, or text file
|
||
of Software), (ii) on or with Autodesk packaging, or (iii) in a written
|
||
confirmation or other notice issued to Licensee by Autodesk and
|
||
transmitted via email, facsimile, physical delivery, or otherwise, or
|
||
(b) obtained from Autodesk on request. For clarification, License
|
||
Identification does not include a designation, confirmation, packaging
|
||
or other document provided by a Reseller or other third party.
|
||
|
||
16\. “<span class="underline">License Type</span>” means a type of
|
||
license specified by Autodesk for Autodesk Materials, including the
|
||
types set forth in Exhibit B. License Type includes the terms specified
|
||
by Autodesk for each type of license, including the applicable terms set
|
||
forth in Exhibit B. License Type is determined by Autodesk and may be
|
||
specified in the applicable License Identification.
|
||
|
||
17\. “<span class="underline">Licensed Materials</span>” means Software,
|
||
Supplemental Materials and User Documentation (a) downloaded by clicking
|
||
on the “I accept” button or other button or mechanism associated with
|
||
this Agreement or by otherwise indicating assent to this Agreement, (b)
|
||
delivered prepackaged with this Agreement, or (c) otherwise accompanied
|
||
by this Agreement, provided that (i) in the case of Software, the
|
||
Software is identified in an applicable License Identification, and (ii)
|
||
Licensee has paid (and continues to pay) the applicable fees. Licensed
|
||
Materials also includes Supplemental Materials and User Documentation
|
||
that Autodesk provides or makes available to Licensee for use with
|
||
Software licensed under this Agreement if there are no separate terms
|
||
for such materials specified by Autodesk. Licensed Materials includes,
|
||
without limitation, any error corrections, patches, service packs,
|
||
updates and upgrades to, and new versions of, the Licensed Materials
|
||
that Autodesk provides or makes available to Licensee under Licensee’s
|
||
then-current license. Licensee acknowledges that availability of
|
||
Upgrades and new versions may be subject to additional fees and the
|
||
Relationship Program Terms. In addition, Licensed Materials includes,
|
||
without limitation, any Previous Versions and other Autodesk Materials
|
||
that Licensee receives or retains pursuant to the Relationship Program
|
||
Terms, but only for so long as and to the extent expressly authorized by
|
||
the Relationship Program Terms. Notwithstanding the foregoing (or any
|
||
other provision of this Agreement), Licensed Materials in all cases
|
||
excludes Excluded Materials.
|
||
|
||
18\. “<span class="underline">Licensee</span>” means (a) the company or
|
||
other legal entity on behalf of which Autodesk Materials are acquired,
|
||
if the Autodesk Materials are acquired on behalf of such an entity
|
||
(e.g., by an employee, independent contractor, or other authorized
|
||
representative), or (b) if there is no such entity, the individual who
|
||
accepts this Agreement (e.g., by selecting the “I accept” button or
|
||
other button or mechanism associated with this Agreement or otherwise
|
||
indicating assent to this Agreement, or by installing, downloading,
|
||
accessing, or otherwise copying or using all or any portion of the
|
||
Autodesk Materials). For clarification, “Licensee” refers only to a
|
||
single, specifically identified legal entity or individual, and does not
|
||
include any subsidiary or affiliate of any such legal entity or
|
||
individual or any other related person.
|
||
|
||
19\. “<span class="underline">Licensee’s Internal Business Needs</span>”
|
||
means, in reference to Licensed Materials, the use of such Licensed
|
||
Materials (and the features and functionality thereof) by Licensee’s own
|
||
Personnel to meet the internal requirements of Licensee’s business in
|
||
the ordinary course of such business, provided that Internal Business
|
||
Needs will in no event include providing or making available such
|
||
Licensed Materials (or the features or functionality thereof) to any
|
||
third party.
|
||
|
||
20\. “<span class="underline">Networked Basis</span>” means a computing
|
||
environment that includes a Computer acting as a file server which
|
||
allows the Licensed Materials Installed on such Computer to be uploaded
|
||
and Installed to, and operated, viewed or otherwise Accessed from, other
|
||
Computers through a local area network connection or through a VPN
|
||
connection subject to compliance with the VPN Requirements.
|
||
|
||
21\. “<span class="underline">Open Source</span>” means any software
|
||
code that: (a) contains, or is derived in any manner, (in whole or in
|
||
part), from any software that is distributed as free software, open
|
||
source software, shareware (e.g., Linux), or similar licensing or
|
||
distribution models; and (b) is subject to any agreement with terms
|
||
requiring that using, copying, modifying or redistributing the software
|
||
requires that such software and/or the derivative works of such software
|
||
be: (i) disclosed and/or distributed in source code form; (ii) be
|
||
licensed for the purpose of making derivative works; and/or (iii) be
|
||
redistributed free of charge; including, without limitation, software
|
||
licensed or distributed under any of the following licenses or
|
||
distribution models, or licenses or distribution models similar to,
|
||
GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL).
|
||
|
||
22\. “<span class="underline">Other Authorized Educational
|
||
Licensee</span>” means a Licensee described at
|
||
[<span class="underline">http://www.autodesk.com/educationterms</span>](http://www.autodesk.com/educationterms)
|
||
or as otherwise authorized in writing by Autodesk.
|
||
|
||
23\. “<span class="underline">Permitted Number</span>” means a maximum
|
||
number (e.g., number of authorized users, number of concurrent users,
|
||
number of computers, sessions, etc.) applicable to a license of the
|
||
Licensed Materials and to the License Type associated with such license.
|
||
Such number is determined by Autodesk and may be specified in the
|
||
applicable License Identification.
|
||
|
||
24\. “<span class="underline">Personal Learning Purposes</span>” means
|
||
(i) personal learning as a Student or (ii) in the case of a non-Student,
|
||
personal learning, excluding (a) in-person or online classroom learning
|
||
in any degree-granting or certificate granting program, and (b) learning
|
||
related to any commercial, professional or other for-profit purposes.
|
||
|
||
25\. “<span class="underline">Personnel</span>” means (a) Licensee’s
|
||
individual employees and (b) individual persons who are independent
|
||
contractors working on Licensee’s premises and who Install and Access
|
||
the Licensed Materials only on and through Computers owned or leased and
|
||
controlled by Licensee.
|
||
|
||
26\. “<span class="underline">Previous Versions</span>” means, as to any
|
||
then-current release of Licensed Materials, a prior release of the
|
||
Licensed Materials as to which such then-current release is a successor
|
||
or substitute (as determined by Autodesk).
|
||
|
||
27\. “<span class="underline">Qualified Educational Institution</span>”
|
||
means an educational institution which has been accredited by an
|
||
authorized governmental agency within its applicable local, state,
|
||
provincial, federal, or national government and has the primary purpose
|
||
of teaching its enrolled students. Examples, without limitation, of
|
||
entities that are included and excluded from this definition are
|
||
described at
|
||
[<span class="underline">http://www.autodesk.com/educationterms</span>](http://www.autodesk.com/educationterms).
|
||
|
||
28\. “<span class="underline">Relationship Program</span>” means (i)
|
||
Subscription or (ii) a rental program offered generally by Autodesk
|
||
pursuant to which Autodesk makes available Licensed Materials.
|
||
|
||
29\. “<span class="underline">Relationship Program Terms</span>” means
|
||
the terms for a Relationship Program set forth at
|
||
[<span class="underline">http://usa.autodesk.com/company/legal-notices-trademarks/support-terms-and-conditions</span>](http://usa.autodesk.com/company/legal-notices-trademarks/support-terms-and-conditions)
|
||
or any successor or supplemental web page of Autodesk (the URL for which
|
||
may be obtained on Autodesk’s website or on request).
|
||
|
||
30\. “<span class="underline">Reseller</span>” means a distributor or
|
||
reseller authorized directly or indirectly by Autodesk to distribute
|
||
authentic Autodesk Materials to Licensee.
|
||
|
||
31\. ”<span class="underline">Services</span>” means services (including
|
||
the results of services) provided or made available by Autodesk,
|
||
including, without limitation, support services, storage, simulation and
|
||
testing services, training and other benefits, but excluding services
|
||
provided or made available as part of a Relationship Program.
|
||
|
||
32\. “<span class="underline">Services Terms</span>” means the terms for
|
||
Services set forth at a location where a user may order or register for,
|
||
or that is displayed in connection with ordering or registering for,
|
||
such Services (e.g., a web page) or, if there are no such terms, at
|
||
[<span class="underline">http://usa.autodesk.com/company/legal-notices-trademarks/terms-of-service</span>](http://usa.autodesk.com/company/legal-notices-trademarks/terms-of-service)
|
||
(if the Services are web services) or
|
||
[<span class="underline">http://usa.autodesk.com/company/legal-notices-trademarks/terms-of-use</span>](http://usa.autodesk.com/company/legal-notices-trademarks/terms-of-use)
|
||
for all other Services) or any successor or supplemental web pages of
|
||
Autodesk.
|
||
|
||
33\. “<span class="underline">Software</span>” means the Autodesk FBX
|
||
SDK computer program, or a module or component of a computer program,
|
||
including the software development kit (“SDK”) distributed or made
|
||
available by Autodesk. The term “Software” may also refer to functions
|
||
and features of a computer program.
|
||
|
||
34\. “<span class="underline">Stand-alone Basis</span>” means (i) the
|
||
Licensed Materials are Installed on a single Computer and (ii) the
|
||
Licensed Materials cannot be Installed on, or operated, viewed or
|
||
otherwise Accessed from or through any other Computer (e.g., through a
|
||
network connection of any kind).
|
||
|
||
35\. “<span class="underline">Student</span>” means an individual person
|
||
enrolled as a student at a Qualified Educational Institution.
|
||
|
||
36\. “<span class="underline">Subscription</span>” is the program
|
||
offered generally by Autodesk under which Autodesk provides (among other
|
||
things) updates and upgrades to, new versions of, and certain other
|
||
support, services and training relating to Autodesk Materials.
|
||
|
||
37\. “<span class="underline">Supplemental Materials</span>” means
|
||
materials, other than Software and related User Documentation, that are
|
||
distributed or made available by Autodesk for use with Software.
|
||
Supplemental Materials include, without limitation, (a) content, such as
|
||
sample drawings and designs, modules for drawings and designs, and
|
||
representations of elements used in drawings and designs (e.g.,
|
||
buildings, parts of buildings, fixtures, furniture, bridges, roads,
|
||
characters, backgrounds, settings and animations), (b) background
|
||
materials, such as building codes and descriptions of building
|
||
practices, (c) tools for rendering the output of the Software, such as
|
||
fonts, and (d) Development Materials, application programming interfaces
|
||
(APIs), and other similar developer materials (including API
|
||
Information).
|
||
|
||
37 “<span class="underline">Territory</span>” (a) means the country,
|
||
countries or jurisdiction(s) specified in the License Identification, or
|
||
(b) if there is no such License Identification, or no country or
|
||
jurisdiction is specified in the License Identification, means the
|
||
country in which Licensee acquires a license to the Autodesk Materials.
|
||
If the License Identification specifies, or Licensee acquires the
|
||
Autodesk Materials in, a member country of the European Union or the
|
||
European Free Trade Association, Territory means all the countries of
|
||
the European Union and the European Free Trade Association.
|
||
|
||
38\. “<span class="underline">Uninstall</span>” means to remove or
|
||
disable a copy of Autodesk Materials from a hard drive or other storage
|
||
medium through any means or otherwise to destroy or make unusable a copy
|
||
of the Autodesk Materials.
|
||
|
||
39\. “<span class="underline">Upgrade</span>” means a full commercial
|
||
version of Licensed Materials (a) which is a successor to or substitute
|
||
for a qualifying prior release (and may incorporate error corrections,
|
||
patches, service packs and updates and upgrades to, and may enhance or
|
||
add to the features or functionality of, the prior release) or different
|
||
release of Licensed Materials, (b) is provided to a Licensee who has
|
||
previously licensed the applicable qualifying prior or different release
|
||
from Autodesk and (c) for which Autodesk generally charges a separate
|
||
fee or makes available solely to customers under a Relationship Program.
|
||
Whether Autodesk Materials are an Upgrade may be specified in the
|
||
applicable License Identification. Whether Autodesk Materials are an
|
||
Upgrade and whether Licensee has met the qualifications to license
|
||
particular Autodesk Materials as an Upgrade are determined by Autodesk.
|
||
|
||
40\. “<span class="underline">User Documentation</span>” means the
|
||
explanatory or instructional materials for Software or Supplemental
|
||
Materials (including materials regarding use of the Software or
|
||
Supplemental Materials), whether in printed or electronic form, that
|
||
Autodesk or a Reseller incorporates in the Software or Supplemental
|
||
Materials (or the packaging for the Software or Supplemental Materials)
|
||
or otherwise provides to its customers when or after such customers
|
||
license, acquire or Install the Software or Supplemental Materials.
|
||
|
||
41\. “<span class="underline">VPN Requirements</span>” means (i) the
|
||
Licensed Materials are Accessed through a secure virtual private network
|
||
(“VPN”); (ii) the maximum number of concurrent users Accessing the
|
||
Licensed Materials (on a Networked Basis or through the VPN) does not
|
||
exceed the Permitted Number at any time; (iii) all copies of the
|
||
Licensed Materials are Installed and Accessed exclusively in conjunction
|
||
with the technical protection device (if any) supplied with the Licensed
|
||
Materials; and (iv) the VPN connection is secure and complies with
|
||
current industry standard encryption and protection mechanisms.
|
||
|
||
**Exhibit B**
|
||
|
||
**<span class="underline">License Types</span>**
|
||
|
||
1\. <span class="underline">Stand-alone (Individual) License</span>. If
|
||
the License Identification identifies the License Type as a “Stand-alone
|
||
License” or as an “Individual License," Licensee may Install a single
|
||
primary copy of the specific release of the Licensed Materials
|
||
designated in the applicable License Identification on one (1) Computer,
|
||
on a Stand-alone Basis, and permit Access to such primary copy of the
|
||
Licensed Materials solely by Licensee’s Personnel, and solely for
|
||
Licensee’s Internal Business Needs. Licensee may also Install a single
|
||
additional copy of such Licensed Materials on one (1) additional
|
||
Computer, on a Stand-alone Basis; provided that (i) such additional copy
|
||
of the Licensed Materials is Accessed solely by the same person as the
|
||
primary copy; (ii) such person is Licensee (if Licensee is an
|
||
individual) or an employee of Licensee; (iii) such person Accesses the
|
||
additional copy solely to perform work while away from that person’s
|
||
usual work location and solely for Licensee’s Internal Business Needs;
|
||
and (iv) the primary and additional copies are not Accessed at the same
|
||
time. Stand-alone (Individual) License is for a perpetual term, except
|
||
as otherwise provided in this Agreement.
|
||
|
||
2\. <span class="underline">Multi-seat Stand-alone License</span>. If
|
||
the License Identification identifies the License Type as a “Multi-seat
|
||
Stand-alone License," Licensee may Install primary copies of the
|
||
specific release of the Licensed Materials designated in the applicable
|
||
License Identification on up to the Permitted Number of Computers, on a
|
||
Stand-alone Basis, and permit Access to such copies of the Licensed
|
||
Materials solely by Licensee’s Personnel, and solely for Licensee’s
|
||
Internal Business Needs. Licensee may also Install additional copies of
|
||
such Licensed Materials on additional Computers in an amount up to the
|
||
Permitted Number of Computers, on a Stand-alone Basis; provided that (i)
|
||
each additional copy of such Licensed Materials is Accessed solely by
|
||
the same person as the primary copy; (ii) such person is Licensee (if
|
||
Licensee is an individual) or an employee of Licensee; (iii) such person
|
||
Accesses the additional copy solely to perform work while away from that
|
||
person’s usual work location and solely for Licensee’s Internal Business
|
||
Needs; and (iv) the primary and additional copies are not Accessed at
|
||
the same time. Multi-seat Stand-alone License is for a perpetual term,
|
||
except as otherwise provided in this Agreement.
|
||
|
||
3\. <span class="underline">Network License</span>. If the License
|
||
Identification identifies the License Type for the Licensed Materials as
|
||
a “Network License," Licensee may Install copies of the specific release
|
||
of the Licensed Materials designated in the applicable License
|
||
Identification on a Computer and permit Access to such Licensed
|
||
Materials on multiple Computers, on a Networked Basis, solely by
|
||
Licensee’s Personnel, solely for Licensee’s Internal Business Needs,
|
||
only so long as the maximum number of concurrent Authorized Users does
|
||
not exceed the Permitted Number of Authorized Users or other limits
|
||
imposed by the Autodesk License Manager (if any). Licensee may, at
|
||
Licensee’s option, also Install the Licensed Materials on a Hot Backup
|
||
Server; provided that Licensee may Access the Licensed Materials on the
|
||
Hot Backup Server only during the time period when, and solely for as
|
||
long as, the primary Installed copy of the Licensed Materials is
|
||
inoperable and only subject to the same terms and conditions as are
|
||
applicable to the primary Installed copy. A “Hot Backup Server” means a
|
||
file server Computer that has a second copy of the Software and
|
||
Supplemental Materials Installed but that is not permitted to be
|
||
Accessible except when the primary Installed copy of the Software and
|
||
Supplemental Materials are inoperable and only for so long as such
|
||
primary Installed copy is inoperable. A Network License is for a
|
||
perpetual term, except as otherwise provided in this Agreement.
|
||
|
||
4\. <span class="underline">Educational Stand-alone (Individual)
|
||
License</span>. If the License Identification identifies the License
|
||
Type as an “Educational Stand-alone (Individual) License,” an
|
||
Educational Licensee may Install a copy of the specific release of the
|
||
Licensed Materials designated in the applicable License Identification
|
||
on one (1) Computer, subject to certain functional limitations described
|
||
in Section 6.3 (Affected Data), on a Stand-alone Basis, and permit
|
||
Access to such copy of the Licensed Materials solely by an Educational
|
||
Licensee solely for Educational Purposes. An Educational Stand-alone
|
||
(Individual) License is for a fixed term specified in the applicable
|
||
License Identification or, if no such term is specified, the term is
|
||
thirty-six (36) months from Installation or as otherwise authorized in
|
||
writing by Autodesk.
|
||
|
||
5\. <span class="underline">Educational Multi-seat Stand-alone
|
||
License</span>. If the License Identification identifies the License
|
||
Type as an “Educational Multi-seat Stand-alone License,” an Educational
|
||
Licensee may Install copies of the specific release of the Licensed
|
||
Materials designated in the applicable License Identification on up to
|
||
the Permitted Number of Computers, subject to certain functional
|
||
limitations described in Section 6.3 (Affected Data), on a Stand-alone
|
||
Basis, and permit Access to such copies of the Licensed Materials solely
|
||
by Educational Licensees solely for Educational Purposes. An Educational
|
||
Multi-seat Stand-alone License is for a fixed term specified in the
|
||
applicable License Identification or, if no such term is specified, the
|
||
term is thirty-six (36) months from Installation or as otherwise
|
||
authorized in writing by Autodesk.
|
||
|
||
6\. <span class="underline">Educational Network License</span>. If the
|
||
License Identification identifies the License Type as an “Educational
|
||
Network License,” an Educational Licensee may Install copies of the
|
||
specific release of the Licensed Materials designated in the applicable
|
||
License Identification on a single file server Computer, subject to
|
||
certain functional limitations described in Section 6.3 (Affected Data),
|
||
and Access such Licensed Materials on multiple Computers on a Networked
|
||
Basis, and permit Access to such copies of the Licensed Materials solely
|
||
by Educational Licensees solely for Educational Purposes, only so long
|
||
as the maximum number of concurrent Authorized Users does not exceed the
|
||
Permitted Number of Authorized Users. An Educational Network License is
|
||
for a fixed term specified in the applicable License Identification or,
|
||
if no such term is specified, the term is thirty-six (36) months from
|
||
Installation or as otherwise authorized in writing by Autodesk.
|
||
|
||
7\. <span class="underline">Personal Learning License</span>. If the
|
||
License Identification identifies the License Type as a “Personal
|
||
Learning License”, Licensee may Install a copy of the specific release
|
||
of the Licensed Materials designated in the applicable License
|
||
Identification on one (1) Computer, subject to certain functional
|
||
limitations described in Section 6.3 (Affected Data), on a Stand-alone
|
||
Basis, and permit Access to such copy of the Licensed Materials solely
|
||
by Licensee, as an individual, solely for Personal Learning Purposes and
|
||
only at and from locations that are not labs or classrooms and are not
|
||
operated for commercial, professional or for-profit purposes. A Personal
|
||
Learning License Stand-alone is for a fixed term specified in the
|
||
applicable License Identification. If no such term is specified, the
|
||
term is thirteen (13) months from Installation.
|
||
|
||
8\. <span class="underline">Evaluation/Demonstration/Trial</span>. If
|
||
Autodesk identifies the License Type as a “demonstration”, “evaluation”,
|
||
“trial,” “not for resale” or “NFR” version (each, an “Evaluation
|
||
License”) in the applicable License Identification, Licensee may
|
||
Install a copy of the specific release of the Licensed Materials
|
||
designated in the applicable License Identification on one (1) Computer,
|
||
subject to certain functional limitations described in Section 6.3
|
||
(Affected Data), on a Stand-alone Basis, and permit Access to such copy
|
||
of the Licensed Materials, solely by Licensee’s Personnel, solely for
|
||
Evaluation Purposes, only so long as the maximum number of concurrent
|
||
Authorized Users does not exceed one (1), and only from Licensee’s work
|
||
location. An Evaluation License is for a fixed term specified in the
|
||
applicable License Identification, or if no such term is specified, the
|
||
term is thirty (30) days from Installation or as otherwise authorized in
|
||
writing by Autodesk.
|
||
|
||
9\. <span class="underline">Fixed Term/Limited Duration/Rental
|
||
License</span>. If Autodesk identifies a license in the applicable
|
||
License Identification as being for a specified period or limited
|
||
duration or as having a fixed term or as a rental license, Licensee’s
|
||
right to Install and Access the Licensed Materials will continue only
|
||
for the period, duration or term specified in the License
|
||
Identification. Such Installation and Access will be in accordance with
|
||
and subject to the applicable License Type and Permitted Number. If
|
||
Autodesk identifies a license in the applicable License Identification
|
||
as being for a specified period or limited duration, or as having a
|
||
fixed term, or a rental license but no period, duration or term is
|
||
specified in the License Identification, the period, duration or term
|
||
will be ninety (90) days from Installation (or the period specified in
|
||
Sections B.6 (Educational Network License), B.7 (Personal Learning
|
||
License) or B.8 (Evaluation/Demonstration/Trial) of this Exhibit B with
|
||
respect to the licenses described in those sections).
|
||
|
||
10\. <span class="underline">Session Specific Network License</span>. If
|
||
the License Identification identifies the License Type as a "Session
|
||
Specific Network License", Licensee may install one (1) copy of the
|
||
specific release of the Licensed Materials designated in the applicable
|
||
License Identification on a Computer and permit Access to such Licensed
|
||
Materials from multiple Computers through a Supported Virtualization
|
||
Application, on a Networked Basis, solely by Licensee's Personnel,
|
||
solely for Licensee's Internal Business needs, only so long as the
|
||
maximum number of concurrent Sessions does not exceed the Permitted
|
||
Number or other limits imposed by the Autodesk License Manager tool (if
|
||
any). For purposes of this Session Specific Network License, (a) a
|
||
“Session” is defined as a single interactive information exchange
|
||
between two Computers that are connected through a Supported
|
||
Virtualization Application, and (b) “Supported Virtualization
|
||
Application(s)” are those third party virtualization applications or
|
||
methods that are specifically identified as supported by Autodesk in the
|
||
User Documentation for the Licensed Materials. With respect to the
|
||
applicable Supported Virtualization Application, Licensee agrees to
|
||
activate any available session tracking mechanism, not disable any such
|
||
session tracking mechanism and to retain all records generated by such
|
||
session tracking mechanism. A Session Specific Network License is for a
|
||
perpetual term, except as otherwise provided in this Agreement.
|