Licence Autodesk

Autocad 3d Order Number: 840374666
Contract Number: 0036636

Start of Period: September 5, 2023
Finish Date: September 4,2024
Purchase order number: 3
Multi-User License: 20 users
Product Link:
Autodesk
LICENSE AGREEMENT AND SERVICES
PLEASE READ CAREFULLY: AUTODESK LICENSES THE SOFTWARE AND OTHER LICENSED MATERIALS EXCLUSIVELY ON THE
CONDITION OF LICENSEE'S ACCEPTANCE OF ALL TERMS AND CONDITIONS CONTAINED IN OR REFERENCED IN THIS
AGREEMENT.
agreeing to be legally obligated to comply with this Agreement and (ii) will be representing and guaranteeing that it has the right, capacity and
authority to intervene in the name and representation of said entity, assuming obligations on its behalf (if applicable) or on its own behalf. .
You may not accept this Agreement on behalf of another entity unless you are an employee or agent of that entity and are authorized and
empowered to act on behalf of and on behalf of the entity.
If the Licensee does not wish to accept this Agreement or if you do not have the right, capacity or authority to intervene in the name and
representation of said entity or assume obligations on its behalf or on your own behalf, in your capacity as a natural person ( If you are not
acting on behalf of any entity), (a) DO NOT SELECT THE "I ACCEPT" BUTTON OR CLICK ON ANY OTHER BUTTON OR MECHANISM
DESIGNED TO EXPRESS YOUR ACCEPTANCE AND DO NOT INSTALL, DOWNLOAD, COPY, USE OR ACCESS ALL OR ANY PART OF
THE AUTODESK MATERIALS AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUISITION OF THE AUTODESK
MATERIALS,THE LICENSEE MAY RETURN THE AUTODESK MATERIALS (INCLUDING THEIR COPIES) TO THE ENTITY FROM WHICH
THEY PURCHASED THEM FOR THE PURPOSE OF RECEIVING A REFUND OF THE APPLICABLE LICENSE FEES PAID BY THE
LICENSEE.
The terms "Autodesk," "Agreement," and "Licensee" and all other capitalized terms used in this Agreement are defined terms. The definitions
can be consulted in Annex A (in case these terms are not defined in the main body of the Contract).
1. License
1.1 License Grant. Subject to Licensee's ongoing compliance with this Agreement and payment of applicable fees, Autodesk grants License
1.2 Updates and Previous Versions .
1.2.1 Effect of Updates. When Autodesk or a Reseller distributes to Licensee an Update of other Licensed Materials previously licensed to
Licensee, such Licensed Materials previously licensed to Licensee and all other related Autodesk Materials will thereafter be considered a
"Version Former". Except as provided in Section 1.2.2 (Exception for Subscription Licensees), the license grant and other rights relating to a
Previous Version will expire one hundred twenty (120) days after the Installation of the Update. Within the aforementioned period of one
hundred and twenty (120) days, except as stipulated in Clause 1.2.2 (Exception for Subscription Licensees), (a) the Licensee must stop
using the Previous Version and Uninstall all copies of it and, (b) at the expiration of the indicated period, the Previous Version will no longer
constitute Licensed Materials and will be considered Excluded Materials, and the Licensee will no longer have a license with respect to any
Previous Version. At Autodesk's request, Licensee must destroy all copies of the Previous Version or return them to Autodesk or the Reseller
from which Licensee acquired them. Autodesk reserves the right to require Licensee to demonstrate satisfactorily that all copies of a Previous
Version have been Uninstalled and, when requested by Autodesk, destroyed or returned to Autodesk or the Reseller from which it was
acquired. (b) upon expiration of the period indicated, the Previous Version will no longer constitute Licensed Materials and will be considered
Excluded Materials, and Licensee will no longer have a license with respect to any Previous Version. At Autodesk's request, Licensee must
destroy all copies of the Previous Version or return them to Autodesk or the Reseller from which Licensee acquired them. Autodesk reserves
the right to require Licensee to demonstrate satisfactorily that all copies of a Previous Version have been Uninstalled and, when requested by
Autodesk, destroyed or returned to Autodesk or the Reseller from which it was acquired. (b) upon expiration of the period indicated, the
Previous Version will no longer constitute Licensed Materials and will be considered Excluded Materials, and Licensee will no longer have a
license with respect to any Previous Version. At Autodesk's request, Licensee must destroy all copies of the Previous Version or return them
to Autodesk or the Reseller from which Licensee acquired them. Autodesk reserves the right to require Licensee to demonstrate satisfactorily
that all copies of a Previous Version have been Uninstalled and, when requested by Autodesk, destroyed or returned to Autodesk or the
Reseller from which it was acquired. and Licensee will no longer have a license with respect to any Previous Version. At Autodesk's request,
CONTRATO DE LICENCIA Y SERVICIOS
Subscription Program authorize Licensee to retain Previous Versions or (b) when authorized in writing by Autodesk.
1.3 Additional Terms and Conditions . The Licensed Materials (or certain parts thereof) may be subject to certain terms and conditions (such
as, for example, the terms and conditions accompanying the Licensed Materials or distributed in connection with the ordering, installation,
download, access, use or copy of the Licensed Materials) that are additional or different to those stipulated in this Agreement, the Licensee
being obliged to comply with them.
1.4 Other Materials. When Autodesk provides or offers Licensee additional materials related to the Licensed Materials, including any
corrections, patches, service packs, updates, improvements or new versions of the Licensed Materials (including Updates) or any type of
Supplementary Materials or Documentation User Agreement for the Licensed Materials, (a) such additional materials may include or be
subject to other terms and conditions in addition to or different from those set forth in this Agreement (including, without limitation, fees,
license terms and conditions and restrictions). of use of an additional or different nature), the Licensee being obliged to comply with said
terms and conditions or, (b) if no other terms and conditions apply to the additional materials, they shall (except as otherwise provided in this
Section 1.2 [Updates and Previous Versions]) be subject to the same terms and conditions (including, without limitation any licenses, License
Type and Permitted Number and the other terms and conditions of this Agreement) that apply to the Licensed Materials to which the
additional materials refer. The foregoing shall in no way grant any rights with respect to the Excluded Materials. the licenses, the License
Type and the Permitted Number that apply and the other terms and conditions of this Agreement) that are applicable to the Licensed
Materials to which the additional materials refer. The foregoing shall in no way grant any rights with respect to the Excluded Materials. the
licenses, the License Type and the Permitted Number that apply and the other terms and conditions of this Agreement) that are applicable to
the Licensed Materials to which the additional materials refer. The foregoing shall in no way grant any rights with respect to the Excluded
Materials.
1.5 Authorized Users . Licensee may permit Installation and/or Access of the Licensed Materials only by its Personnel (except as otherwise
specified based on the Application License Type) and such Installation or Access will be subject to any other requirements imposed herein
Contract and by the corresponding Type of License and Permitted Number. Licensee will be responsible for compliance with this Agreement
by its Personnel and any other persons who may have Access to the Autodesk Materials through Licensee (regardless of whether such
Access has been authorized by Autodesk or is within the scope of the Licensee). License Type and the corresponding Permitted Number).
1.6 Third Party Licensed Materials. The Autodesk Materials may contain or incorporate third party software, data or other materials subject to
certain terms and conditions in addition to or different from those set forth in and provided under this Agreement. These terms and conditions
may be included or referenced in third party software, data or materials (such as in the "About" dialog box) or on the web page specified by
Autodesk (the URL which may be obtained on the Autodesk website or requested from Autodesk). The Licensee agrees to comply with such
terms and conditions. Additionally, the Licensee will be solely responsible for obtaining all licenses necessary to use the software, third party
data or materials that Licensee uses or obtains for use in conjunction with the Licensed Materials, and to comply with all the terms and
conditions of such licenses. Licensee acknowledges and agrees that Autodesk shall have no responsibility for third party software, data or
materials or Licensee's use thereof, without Autodesk making any representation or warranty in respect thereof.
1.7 Subscription. Autodesk may offer Licensee, and Licensee may elect to purchase (if applicable), Subscriptions for the Licensed Materials
licensed to Licensee under this Agreement (such Subscriptions may include additional or different rights than those set forth in this
Agreement). ). Subscriptions will be subject to the corresponding Autodesk terms and conditions, which are stipulated in the Terms and
Conditions of the applicable Subscription Program. The Licensee agrees that if he requests, accepts or uses any Subscription, he will be
bound by the corresponding terms and conditions, in its modified version and in force at all times in accordance with the Terms and
Conditions of the Subscription Program that are applicable (said terms and conditions, in their modified version and in force at all times,
incorporated by reference to this Agreement and forming part integral part thereof) and the Licensee undertakes to comply with said terms
and conditions. Licensee acknowledges that Autodesk may require further acceptance of the aforementioned terms and conditions as a
condition of delivery of Subscriptions.
1.8 Services. Autodesk may provide certain Services from time to time and Licensee may choose to receive or benefit from them. Such
Services will be subject to the corresponding terms and conditions of Autodesk, which are stipulated in the corresponding Terms of Service.
The Licensee agrees that if he requests, accepts or uses any Service, he will be obliged to comply with the corresponding terms and
conditions, in their modified version and in force at any time in accordance with the Conditions of Service that are applicable (such terms and
conditions remaining, in its modified version and in force at any time, incorporated by reference to this Agreement and forming an integral
part of it) and the Licensee agrees to comply with said terms and conditions.
1.9 Backup. Licensee's license under Section 1.1 (Grant of License) includes the right to make a single backup copy of the Licensed
Materials within the Territory, provided, however, that (a) the single copy limitation will not apply to copies made as part of the routine process
of creating backup copies of Licensee's entire computer system on which the Licensed Materials are Installed in accordance with this
Agreement, such security process including making copies of substantially all other software programs on the computer system and (b) any
backup copy may be Accessed or Installed (except on a security storage medium from which it cannot be Accessed Licensed Materials) only
when the original copy of the Licensed Materials is inaccessible and inoperative. Copies of the Licensed Materials that are Installed and
exceed the Permitted Number at any given time while the original copy of the Licensed Materials is Accessible will not be considered
"backups" permitted by this Section 1.9 (Backup) .
1.10 Nature of Licenses . The Licensee acknowledges and agrees that by acquiring a license for Licensed Materials, a Subscription or
Services, its acquisition will not be dependent on the delivery of future features or functionalities nor will it be subject to public or other
comments (verbal, written or or others) made by Autodesk in relation to future features or functionalities.
file:///C/Users/chris/Downloads/CONTRATO%20DE%20LICENCIA%20Y%20SERVICIOS.html[21/09/2023 15:12:50]
1.11 IMPACT. Licensee acknowledges and agrees that the IPA Development Materials and Information (except as otherwise specified in any
additional or different terms and conditions of Autodesk relating to such IPA Development Materials and Information) (a) are confidential and
belong to Autodesk; (b) may not be distributed, revealed or provided to third parties; (c) may only be used internally and exclusively for the
authorized use of Licensee's Licensed Materials to which the IPA Development Materials and Information refer, such as, for example, for the
purposes of developing and supporting applications, modules and components that work with the Licensed Materials, and (d) may only be
Installed on the same Computer(s) on which the Installation of the Licensed Materials is permitted. Notwithstanding the foregoing and Section
3 (All Rights Reserved), if Licensee develops any applications, modules and components in accordance with this Agreement, nothing herein
shall prohibit Licensee from using the applications, modules and components (including a port thereto) together with other software and
hardware (including third-party software and hardware) if such applications, modules and components (i) do not incorporate Development
Materials or other Autodesk Materials (other than the IPA Information used for its development in accordance with this Agreement) and (ii) do
not disclose the IPA Information. For the purposes of this Section 1.11 (IPA), (A) "IPA Information" means the general application
programming interface information that Autodesk routinely provides to Licensees of the Licensed Materials and which specifies interface
requirements. (for example, invoking or directing functions) of the software included in the Licensed Materials; and (B) "Development
Materials" means SDKs and other toolkits, libraries, scripts, sample or reference code and other developer materials of a similar nature
included in the Licensed Materials. IPA Information does not include the implementation of interface information, Development Materials or
other software elements, modules or components. (A) "IPA Information" means the general application programming interface information
that Autodesk routinely provides to Licensees of the Licensed Materials that specifies the interface requirements (for example, invoking or
addressing functions) of the software. included in the Licensed Materials; and (B) "Development Materials" means SDKs and other toolkits,
libraries, scripts, sample or reference code and other developer materials of a similar nature included in the Licensed Materials. IPA
Information does not include the implementation of interface information, Development Materials or other software elements, modules or
components. (A) "IPA Information" means the general application programming interface information that Autodesk routinely provides to
Licensees of the Licensed Materials that specifies the interface requirements (for example, invoking or addressing functions) of the software.
included in the Licensed Materials; and (B) "Development Materials" means SDKs and other toolkits, libraries, scripts, sample or reference
code and other developer materials of a similar nature included in the Licensed Materials. IPA Information does not include the
implementation of interface information, Development Materials or other software elements, modules or components.
2. License Limitations/Prohibitions
2.1 Limitations and Exclusions .
2.1.1 Licenses Not Granted/Unauthorized Activities. The parties acknowledge and agree that, notwithstanding anything to the contrary in this
Agreement, no license is granted (whether express, implied or otherwise, and expressly excluding in this Agreement any right (a) over the
Excluded Materials; (b) about Autodesk Materials that Licensee has not lawfully acquired or that Licensee has acquired in violation of this
Agreement; (c) for Installation or Access to the Licensed Materials after the corresponding license period (whether a fixed period or a
Subscription period) has elapsed or beyond the scope of the corresponding License Type or Permitted Number ; (d) for the Installation of the
Licensed Materials on a Computer other than a Computer owned, leased and controlled by Licensee, unless authorized in writing by
Autodesk; (e) to distribute, rent, lend, lease, sell, sublicense, transmit or otherwise make available all or any part of the Autodesk Materials to
any third party or entity, except as expressly provided in this Agreement or as expressly authorized by Autodesk in writing; (f) to facilitate or
offer features or functions of the Autodesk Materials in favor of third parties or entities (except for the Licensee itself and for the purposes
specified in the corresponding License Type), whether through a network and in a manner hosted or not; (g) except as expressly provided
with respect to a particular License Type, to Install or Access, or permit Installation or Access, to the Autodesk Materials over the Internet or
other non-local networks, including, without any limitation, the use of such Autodesk Materials in connection with wide area networks (WAN),
virtual private networks (VPN), virtualization, web hosting, time-sharing computing resources for commercial purposes, data processing
services for third parties, software as a service , cloud or other services or technologies; (h) to remove, alter or obscure any proprietary
marks, labels or notices contained in the Autodesk Materials; (i) to decompile, disassemble or reverse engineer the Autodesk Materials, or (j)
to translate, adapt, organize, modify or create derivative works based on the Autodesk Materials for any purpose. time-sharing computing
resources for commercial purposes, data processing services for third parties, software as a service, cloud or other services or technologies;
(h) to remove, alter or obscure any proprietary marks, labels or notices contained in the Autodesk Materials; (i) to decompile, disassemble or
reverse engineer the Autodesk Materials, or (j) to translate, adapt, organize, modify or create derivative works based on the Autodesk
Materials for any purpose. time-sharing computing resources for commercial purposes, data processing services for third parties, software as
a service, cloud or other services or technologies; (h) to remove, alter or obscure any proprietary marks, labels or notices contained in the
Autodesk Materials; (i) to decompile, disassemble or reverse engineer the Autodesk Materials, or (j) to translate, adapt, organize, modify or
create derivative works based on the Autodesk Materials for any purpose. proprietary labels or notices contained in the Autodesk Materials;
(i) to decompile, disassemble or reverse engineer the Autodesk Materials, or (j) to translate, adapt, organize, modify or create derivative
works based on the Autodesk Materials for any purpose. proprietary labels or notices contained in the Autodesk Materials; (i) to decompile,
disassemble or reverse engineer the Autodesk Materials, or (j) to translate, adapt, organize, modify or create derivative works based on the
Autodesk Materials for any purpose.
2.1.2 Single Product Licensed Materials . The Licensed Materials are licensed to the Licensee as a single product, and their corresponding
components cannot be separated for the purposes of Installation or Access (with Installation and Access of all components must be carried
out on the same Computer except to the extent authorized by written by Autodesk).
2.1.3 Territory . Except with the prior written authorization of Autodesk, the licenses contemplated in this Agreement are granted exclusively
for the Territory. Nothing in this Agreement shall permit Licensee (including, without limitation, Licensee's Personnel, if applicable) to Install or
Access the Licensed Materials outside of the Territory.
2.1.4 Effect of Unauthorized Use. Licensee will not carry out and will not permit or collaborate with third parties in any of the prohibited
activities or uses (or other uses or activities that contravene the limitations described) under this Section 2.1 (Limitations and Exclusions)
(collectively, the "Unauthorized Uses"). Any Unauthorized Use and any Installation or Access activity to the Licensed Materials specified in
this Agreement that exceeds the scope of the license granted (including, without limitation, actions that exceed the corresponding License
Type and/or Allowed Number) or that contravenes the provisions of this Agreement will constitute a violation of Autodesk's intellectual
property rights, as well as a breach of this Agreement.
2.2 Removal of Protections .
2.2.1 Licensee may not (i) use any equipment, devices, software or other means to (or designed to) circumvent or eliminate any technical
protection used by Autodesk in connection with the Autodesk Materials, or (ii) Install o Access Autodesk Materials with product codes,
authorization codes, serial numbers or other copy protection devices not provided by Autodesk directly or through a Reseller. Without limiting
the generality of the foregoing, Licensee may not use any equipment, device, software or other means designed to circumvent or eliminate
the license management tool "Autodesk License Manager" or any other tool or technical protection measures enabled or provided by
Autodesk for management,
2.2.2 Licensee may not use equipment, devices, software or other means to (or are designed to) circumvent or eliminate any use restrictions
or to enable features disabled by Autodesk in connection with the Excluded Materials. Licensee may not circumvent or remove features or
technical limitations of the Autodesk Materials that are designed to prevent or exclude unauthorized installation activities or Access to the
Excluded Materials.
3. All Rights Reserved
Autodesk and its licensors will at all times retain full ownership and all rights in and to the Autodesk Materials and all copies thereof,
including, without limitation, all related copyrights, trademarks, trade secrets, patents and other intellectual property rights. . Only the limited
licenses granted to the Licensed Materials that are expressly included in this Agreement will correspond to the Licensee, without the
Licensee having any other rights, implied or otherwise. Licensee acknowledges and agrees that the Autodesk Materials are licensed and not
sold and that the rights to Install and Access the Licensed Materials are acquired solely pursuant to the license from Autodesk.
4. Privacy; Use of Information; Connectivity
4.1 Privacy and Use of Information. Licensee acknowledges and agrees that it may provide (as well as third parties acting on its behalf may
provide), and Autodesk and its Resellers may obtain (as well as third parties acting on behalf of Autodesk and its Resellers), certain
information and data relating to the Licensee (including, without limitation, personal data) and the activity of the Licensee in relation to this
Agreement, including, without limitation, information and data provided to or obtained by Autodesk and its Resellers (or by third parties acting
on behalf of Autodesk and its Resellers) through the Customer Information Form or other means, in connection with the activities of ordering,
registration, activation, updating, validation, auditing and monitoring the Installation and Access to Autodesk Materials, Subscriptions and
Services and managing the relationship with the Licensee. Licensee consents to Autodesk maintaining, using, storing and transferring such
information and data (including, without limitation, personal data, where applicable) in accordance with Autodesk's privacy and data
protection policies. in its current and updated version from time to time, including, without limitation, the Autodesk Privacy Statement currently
available athttp://usa.autodesk.com/privacy/. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that: (a)
Autodesk may from time to time request Licensee (or any third party acting on its behalf) to indicate its express acceptance of the terms and
conditions of the Declaration Autodesk Privacy Policy and/or certain uses of information and data (including, without limitation, personal
data); (b) Autodesk may provide information and data, including, without limitation, data relating to Licensee's use of the Autodesk Materials,
Subscriptions and Licensee's support requests, to Autodesk affiliates and related entities, to Resellers and other third parties in connection
with the supply, maintenance, administration or use of the Licensed Materials, Subscriptions or Services, or in connection with the
performance of any related contracts, and (c) Autodesk may make international transfers of such information and data, including to countries
whose laws privacy and data protection policies may not offer a level of protection equivalent to that existing in the Licensee's country. The
Licensee acknowledges and accepts that Autodesk may modify the aforementioned policies at any time and that, with effect from their
publication on the Autodesk website or when Autodesk sends written notification in this regard, the Licensee will be obligated to comply with
the provisions of the corresponding modifications. or in connection with the performance of any related contracts, and (c) Autodesk may
make international transfers of such information and data, including to countries whose privacy and data protection laws may not offer a level
of protection equivalent to that existing in the country of the Licensee. The Licensee acknowledges and accepts that Autodesk may modify
the aforementioned policies at any time and that, with effect from their publication on the Autodesk website or when Autodesk sends written
notification in this regard, the Licensee will be obligated to comply with the provisions of the corresponding modifications. or in connection
with the performance of any related contracts, and (c) Autodesk may make international transfers of such information and data, including to
countries whose privacy and data protection laws may not offer a level of protection equivalent to that existing in the country of the Licensee.
The Licensee acknowledges and accepts that Autodesk may modify the aforementioned policies at any time and that, with effect from their
publication on the Autodesk website or when Autodesk sends written notification in this regard, the Licensee will be obligated to comply with
the provisions of the corresponding modifications. including countries whose privacy and data protection laws may not offer a level of
protection equivalent to that existing in the Licensee's country. The Licensee acknowledges and accepts that Autodesk may modify the
aforementioned policies at any time and that, with effect from their publication on the Autodesk website or when Autodesk sends written
notification in this regard, the Licensee will be obligated to comply with the provisions of the corresponding modifications. including countries
whose privacy and data protection laws may not offer a level of protection equivalent to that existing in the Licensee's country. The Licensee
acknowledges and accepts that Autodesk may modify the aforementioned policies at any time and that, with effect from their publication on
the Autodesk website or when Autodesk sends written notification in this regard, the Licensee will be obligated to comply with the provisions
of the corresponding modifications.
4.2 Connectivity. Certain Licensed Materials may enable or require Licensee's access to and use of content and services hosted on web
pages maintained by Autodesk or third parties. In some cases, said content and services may appear as a feature, function or extension of
the Licensed Materials on the Licensee's Computer, even when they are hosted on the aforementioned web pages. By accessing such
content and services and using the Licensed Materials, Licensee's Computer may, without notice, automatically (temporarily, intermittently or
generally) connect to the Internet and communicate with an Autodesk or third-party website. for purposes such as providing Licensee with
information, additional features or functions or validate that the Licensed Materials and/or content or services are being used as permitted in
this Agreement or other applicable terms and conditions. Connectivity to Autodesk websites is governed by its privacy and data protection
policies described in Section 4 (Privacy; Use of Information; Connectivity). Connectivity to third-party websites is governed by the terms and
conditions (including disclaimers and warnings) appearing on such third-party websites or otherwise associated with such third-party content
or services. Autodesk does not control or endorse the content and services of other third parties and accepts no responsibility for them. and
the agreements reached between the Licensee and a third party in relation to said content or services, including, without limitation, the
privacy policies of that third party, the use of personal data, the delivery and payment of products and services and any Other terms and
conditions relating to such agreements will be solely between the Licensee and the third party in question. Autodesk may, at any time and for
any reason, modify or suspend the availability of third-party content and services. Access to and use of certain content and services (whether
from Autodesk or third parties) may require acceptance of separate terms and conditions and/or payment of additional fees. Without
limitation, the privacy policies of that third party, the use of personal data, the delivery and payment of products and services and any other
terms and conditions relating to such agreements, will be solely between the Licensee and the third party in question. Autodesk may, at any
time and for any reason, modify or suspend the availability of third-party content and services. Access to and use of certain content and
services (whether from Autodesk or third parties) may require acceptance of separate terms and conditions and/or payment of additional
fees. Without limitation, the privacy policies of that third party, the use of personal data, the delivery and payment of products and services
and any other terms and conditions relating to such agreements, will be solely between the Licensee and the third party in question.
Autodesk may, at any time and for any reason, modify or suspend the availability of third-party content and services. Access to and use of
certain content and services (whether from Autodesk or third parties) may require acceptance of separate terms and conditions and/or
payment of additional fees. They will be solely between the Licensee and the third party in question. Autodesk may, at any time and for any
reason, modify or suspend the availability of third-party content and services. Access to and use of certain content and services (whether
from Autodesk or third parties) may require acceptance of separate terms and conditions and/or payment of additional fees. They will be
solely between the Licensee and the third party in question. Autodesk may, at any time and for any reason, modify or suspend the availability
of third-party content and services. Access to and use of certain content and services (whether from Autodesk or third parties) may require
acceptance of separate terms and conditions and/or payment of additional fees.
5. Limited Warranty and Exclusion of Liability
5.1 Limited Warranty. Autodesk warrants that from the date on which the Licensed Materials are delivered to Licensee and for ninety (90)
days thereafter (the "Warranty Period"), the Licensed Materials will provide the features and functionality general functions described in the
part of the User Documentation referring to the Licensed Materials. Autodesk's entire liability and sole cause of action for Licensee during the
Warranty Period ("Limited Warranty") shall be, excepting any warranty or cause of action which cannot be excluded or limited by law, at
Autodesk's option, (i) attempted correction or workaround of errors, if applicable, or (ii) refund of license fees paid, if applicable, by the
Licensee and the termination of this Agreement or the specific license of the Licensed Materials in question. Such refund will be subject to
the return, during the Warranty Period, of the Autodesk Materials, together with a copy of Licensee's License Identification, to the local
Autodesk office of Licensee or to the Reseller from whom Licensee has purchased the Autodesk Materials. THE LIMITED WARRANTY IN
THIS CLAUSE GIVES THE LICENSEE SPECIFIC LEGAL RIGHTS. THE LICENSEE MAY HAVE OTHER ADDITIONAL LEGAL RIGHTS
WHICH MAY VARY FROM ONE JURISDICTION TO ANOTHER. AUTODESK DOES NOT INTEND TO LIMIT LICENSEE'S WARRANTY
RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.
5.2 Exclusion of Liability. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 5.1 (LIMITED WARRANTY), AND
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AUTODESK AND ITS SUPPLIERS DO NOT GRANT, AND LICENSEE
DOES NOT RECEIVE, ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED (INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT, OR OTHER WARRANTIES IMPLIED BY LAW OR TRADE PRACTICE) REGARDING THE AUTODESK MATERIALS ,
SUBSCRIPTIONS OR SERVICES (PURSUANT TO THE APPLICABLE SUBSCRIPTION OR ANY OTHER CONCEPT). ALL STATEMENTS
AND REPRESENTATIONS REGARDING AUTODESK MATERIALS, THE SUBSCRIPTIONS OR THE SERVICES AND THEIR FEATURES
OR FUNCTIONS SPECIFIED IN THE LICENSED MATERIALS OR IN COMMUNICATIONS WITH THE LICENSEE ARE FOR
INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE ANY WARRANTY, REPRESENTATION OR CONDITION. WITHOUT
LIMITING THE GENERAL NATURE OF THE FOREGOING, AUTODESK DOES NOT WARRANT: (a) THAT THE OPERATION OR RESULT
OF THE LICENSED MATERIALS OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR WILL BE SECURE,
ACCURATE, RELIABLE OR COMPLETE, WITHOUT REGARDLESS OF WHETHER IT IS DONE IN THE CONTEXT OF A SUBSCRIPTION
OR SUPPORT PROVIDED BY AUTODESK OR A THIRD PARTY; (b) THAT ERRORS WILL BE CORRECTED BY AUTODESK OR A
THIRD PARTY, OR (c) THAT AUTODESK OR A THIRD PARTY WILL RESOLVE ANY SPECIFIC SUPPORT REQUESTS OR THAT SUCH
RESOLUTION WILL MEET LICENSEE'S REQUIREMENTS AND EXPECTATIONS. NOTHING ABOVE SHALL LIMIT THE EFFECT OF
ANY IMPLIED WARRANTIES OR CONDITIONS PROVIDED BY LAW, WHICH MAY NOT BE EXCLUDED, RESTRICTED OR MODIFIED
NOTWITHSTANDING CONTRACTUAL RESTRICTIONS TO THE CONTRARY.
6. Warnings
6.1 Limitations of Functionality. The Licensed Materials and Services (except Licensed Materials designed for non-commercial use, such as
Autodesk Materials designed for home or other consumer use or licensed solely for educational or individual learning purposes) are
commercial tools. professionals whose use is intended for qualified professionals only. Specifically, for professional commercial 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 solely to assist Licensee in its design, analysis, simulation, estimation, testing and/or other activities and are not a
substitute for the Licensee's own independent design, analysis, simulation, estimation, testing and/or other activities of the Licensee,
including those relating to the strength, safety and usability of the products. Due to the wide variety of potential applications of the Licensed
Materials and Services, they have not been tested in all situations in which they may be used. Autodesk will not be responsible or liable in
any way for the results obtained through the use of the Licensed Materials or the Services. Persons using the Licensed Materials or the
Services will be responsible for the supervision, management and control of the Licensed Materials and the Services, as well as the results
obtained from using the Licensed Materials and the Services. This responsibility includes, without limitation, determining appropriate uses for
the Licensed Materials and Services and selecting the Licensed Materials, Services and other software and materials to achieve the intended
results. Persons using the Licensed Materials or the Services are also responsible for establishing the adequacy of independent procedures
to verify the reliability, accuracy, completeness and other characteristics of the result obtained with the Licensed Materials or the Services,
including, without limitation, all elements designed with the help of the Licensed Materials or the Services. In addition,
6.2 Activation and Security Codes .
6.2.1 Mandatory Activation Code for Installation/Access Activities and Continued Use. Installation, Access and continued use of the Licensed
Materials activities may occasionally require activation codes issued by Autodesk. Registration may be required before Autodesk can issue
an activation code. The Licensee must provide Autodesk and its Reseller with all the information necessary for said registration, and
undertakes that said information provided to Autodesk or its Reseller is correct and up-to-date. Likewise, Licensee must maintain and
constantly update its registration data through the customer data registration processes, including, without limitation, the Customer
Information Form, which may be provided by Autodesk.
6.2.2 Access Disabled. LICENSEE ACKNOWLEDGES AND AGREES THAT INSTALLATION AND ACCESS TO THE LICENSED
MATERIALS MAY BE DISABLED BY THE ACTIVATION, SECURITY AND TECHNICAL PROTECTION MECHANISMS IF LICENSEE
ATTEMPT TO TRANSFER ALL OR ANY PART OF THE LICENSED MATERIALS TO ANOTHER COMPUTER, IF TAMPER THE
TECHNICAL PROTECTION OR DATE SETTING MECHANISMS OF THE COMPUTER OR THE LICENSED MATERIALS, IF YOU USE
THE LICENSED MATERIALS AFTER THE EXPIRATION OF THE SUBSCRIPTION PERIOD OR FIXED PERIOD IN QUESTION OR IF
YOU CARRY OUT ANY OTHER ACTIVITY THAT AFFECTS THE SECURITY MODE OR IN OTHER CIRCUMSTANCES AND THAT, IN
ANY OF THE ABOVE CASES, THE LICENSEE'S ACCESS TO THE PRODUCT OF HIS WORK AND OTHER DATA MAY BE AFFECTED.
6.2.3 Effect of Activation Codes . Licensee acknowledges and agrees that receipt of an activation code (regardless of whether it was
provided to Licensee in error) shall not constitute proof of Licensee's license rights nor affect the scope of Licensee's license rights. These
rights will only be in accordance with the provisions of this Agreement and the corresponding License Identification.
6.3 Affected Data. The work product and other data created with the Licensed Materials and offered under certain License Types, including
licenses that limit permitted uses for educational or personal learning purposes, may contain certain caveats and limitations under which both
The work product and other data may only be used in certain circumstances (such as in the educational context only). Additionally, if
Licensee combines or associates work product and other data created with the Licensed Materials with work product or other data created in
any other way, such other data and work product may also be affected by the aforementioned warnings. and limitations. Autodesk will have
no liability if Licensee combines or associates work product and other data created with the Licensed Materials with data and work product
created in any other way. Additionally, the Licensee may not eliminate, alter or hide such warnings or limitations.
7. Limitations of Liability
7.1 Limitation regarding the Type and Amount of Liability . AUTODESK AND ITS SUPPLIERS SHALL NOT BE LIABLE IN ANY WAY
(DIRECTLY OR INDIRECTLY) FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR
LOSS OF PROFITS, USE, REVENUE OR DATA, OR FOR BUSINESS INTERRUPTIONS (REGARDLESS OF THE LEGAL PRINCIPLE
UPON WHICH THE CLAIM FOR SUCH DAMAGES OR LIABILITIES IS BASED). ADDITIONALLY, THE LIABILITY OF AUTODESK AND
ITS SUPPLIERS IN CONNECTION WITH THE AUTODESK MATERIALS, SUBSCRIPTION OR SERVICES SHALL NOT EXCEED THE
AMOUNT PAID OR PAYABLE BY LICENSEE WITH RESPECT TO SUCH AUTODESK MATERIALS, SUBSCRIPTION OR SUCH
SERVICES, RESPECTIVELY.
7.2 Application and Basis of Limitations. THE LIMITATIONS OF LIABILITY PROVIDED FOR IN THIS SECTION 7 (LIMITATIONS OF
LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW REGARDING LIABILITY FOR DAMAGES,
REGARDLESS OF HOW SUCH DAMAGES ARISED AND REGARDLESS OF THE LEGAL PRINCIPLE OF LIABILITY ON WHICH THEY
ARE SUPPORTED, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR ANY OTHER CAUSE,
EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF INCURING SUCH LIABILITY AND REGARDLESS OF WHETHER
LEGAL ACTIONS LIMITED CONTEMPLATED HERE DO NOT ACHIEVE THE PURPOSE PURPOSE. FURTHERMORE, THE LICENSEE
AGREES THAT THE LICENSE FEES AND SUBSCRIPTION FEES,
8. Validity and Resolution Period
8.1 Validity Period; Resolution or Suspension. With respect to each specific set of Licensed Materials covered by this Agreement, the
licenses contemplated herein will become effective upon the later of the following events: (a) when this Agreement begins to take effect; (b)
when the Licensee pays the corresponding fees, excluding those licenses (such as evaluation licenses) that do not require payment of fees;
(c) upon delivery of the Licensed Materials in question, and (d) in the case of Autodesk Materials provided in connection with a Subscription,
at the beginning of the applicable Subscription period. Either Autodesk or Licensee may terminate this Agreement, Licensee's license to the
Licensed Materials, the Licensee's Subscription and/or the provision of the Services related to said Licensed Materials if the other party is in
breach of this Agreement and does not proceed to remedy it within ten (10) days following written notification sent to such effect; However, if
Licensee breaches Section 1 (License) or Section 2 (License Limitations/Prohibitions), Autodesk may terminate this Agreement, Licensee's
license to the Licensed Materials, the Subscription of the Licensee and/or the provision of the Services related to said Licensed Materials
immediately by written notification of the breach in question. Additionally, as an alternative to resolution, Autodesk may suspend Licensee's
license to the Licensed Materials, its Subscription, the provision of Services relating to the Licensed Materials, and/or Autodesk's other
obligations or Licensee's rights under this Agreement (or otherwise). and conditions, if applicable, applicable to the materials associated with
the Licensed Materials) if Licensee fails to make any payment to Autodesk or the applicable Reseller or fails to comply with the provisions
contained in this Agreement or other terms and conditions relating to that license, Subscription, Services or associated materials. Autodesk
may also terminate this Agreement if Licensee becomes bankrupt or insolvent or reaches an agreement with its creditors. This Agreement
will automatically terminate without notice or other action by Autodesk if Licensee goes into liquidation. In the context of any bankruptcy
proceedings, Licensee acknowledges and agrees that this Agreement will be considered an executory contract that may not be transmitted or
assigned without the prior written consent of Autodesk, the which may be postponed by Autodesk itself at its sole election, either pursuant to
Section 365(c)(1) of Title 11 of the United States Code or any other applicable law regarding the treatment of contracts in the course of
execution in bankruptcy proceedings.
Licensee acknowledges and agrees that Autodesk may assign or subcontract its rights and obligations under this Agreement.
8.2 Effect of Termination of the Contract or License. Upon termination or expiration of this Agreement, the licenses granted herein will be
terminated. Upon termination or expiration of any license granted to Licensee, Licensee must cease using the Autodesk Materials to which
the license relates, any Subscription (including, without limitation, any associated services) and all Services and Uninstall all copies of the
Autodesk Materials. Upon Autodesk's request, Licensee shall destroy all Autodesk Materials or return them to Autodesk or the Reseller from
which they were acquired. Autodesk reserves the right to require Licensee to provide satisfactory evidence that all copies of the Autodesk
Materials have been Uninstalled and, where requested by Autodesk, that have been destroyed or returned to Autodesk or the Reseller from
which you acquired them. In the event that Licensee's Subscription is terminated or expires, but this Agreement and Licensee's license to the
Licensed Materials remain in effect, Licensee's rights based on the Subscription (including, without limitation, rights with with respect to
Previous Versions) will be terminated and (unless otherwise permitted by the Subscription Program Terms and Conditions) the Licensee will
comply with the obligations set forth in Clause 1.2.1 (Effect of Updates) with respect to all copies of such Previous Versions (including
obligations to cease use, Uninstall and destroy or return).
8.3 Post-contractual validity . Clauses 1.3 (Additional Terms and Conditions), 1.4 (Other Materials), 1.5 (Authorized Users), 1.6 (Third Party
Licensed Materials), 1.11 (IPA), 2.1.1 (Ungranted Licenses/Unauthorized Activities), 2.1 .4 (Effect of Unauthorized Use), 2.2 (Removal of
Protections), 3 (All Rights Reserved), 4 (Privacy; Use of Information; Connectivity), 5.2 (Exclusion of Liability), 6 (Warnings), 7 (Limitations of
Liability), 8 (Term and Termination Period) and 9 (General Provisions) and Annex A will remain in force after the termination or expiration of
this Contract.
9. General Provisions
9.1 Notifications. Communications relating to this Agreement that either party must make will be made in writing and must be sent by email,
postal mail or courier service (such as UPS, FedEx or DHL), although the Licensee may not use email to notify Autodesk of a breach or
termination of this Agreement. Notices from Autodesk to Licensee will take effect (a) in the case of notices sent by e-mail, one (1) day after
they are sent to the e-mail address communicated to Autodesk or, (b) in the case of notices sent by postal mail or courier service, five (5)
days after delivery by ordinary postal service or courier service in question to the address communicated to Autodesk. Licensee agrees that
communications will be considered validly made on its behalf when sent by certified mail to the address indicated on Licensee's Customer
Information Form (or, where no Customer Information Form has been provided, to the latest Licensee's address known to Autodesk) to the
extent permitted by applicable law. Notifications that Licensee sends to Autodesk will be considered validly given (a) in the case of e-mail
notifications, one (1) day after being sent (and received by Autodesk) to CopyrightAgent@autodesk.com or, (b ) in the case of notifications by
postal mail or courier service, upon receipt by Autodesk at Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, USA, for the
attention of Copyright Agent. If Licensee holds a Subscription, either party may also provide notice in accordance with the Subscription
Program Terms and Conditions.
9.2 Applicable Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of (a) Switzerland,
where Licensee acquired the Autodesk Materials in a country in Europe, Africa or the Middle East; (b) Singapore, where Licensee acquired
the Autodesk Materials in any country in Asia, Oceania or the Asia-Pacific Region or (c) the State of California (and, to the extent applicable,
by US federal laws), when the Licensee has acquired the Autodesk Materials in any country in the American continent (including the
Caribbean region) or in any other country not specified in this Section 9.2. The laws of the indicated countries will apply without reference to
their conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the United States Computer
Information Transaction Act will not apply to this Agreement (and are excluded from the applicable rules). Additionally, the parties agree to
submit any claim, legal action or litigation in relation to this Agreement exclusively to the Superior Court of the State of California, County of
Marin or the Court of the Northern District of California, San Francisco, (the parties being subject to their exclusive jurisdiction), although in
the event that the Licensee has acquired the Autodesk Materials (a) in a country in Europe, Africa or the Middle East, claims or disputes may
only be brought before the courts of Switzerland (with the parties subject to its exclusive jurisdiction) or (b) in any country in Asia, Oceania or
the Asia-Pacific Region, claims or disputes may only be brought before the courts of Singapore (with the parties subject to their exclusive
jurisdiction). Nothing in the foregoing shall prohibit Autodesk from bringing an action for infringement of intellectual property rights in any
country where such infringement is alleged to have occurred.
9.3 Prohibition of Assignment; Insolvency. Licensee may not assign this Agreement or any of its rights hereunder (whether by acquisition of
stock or assets, merger, change of control, by law or otherwise) without the prior written consent of Autodesk. which may be postponed by
Autodesk at its exclusive election, and any attempted transfer not authorized by the Licensee will be null and void. In the context of any
bankruptcy or other similar proceeding, this Agreement will be considered an ongoing contract of the type described in Section 365(c)(1) of
Title 11 of the United States Code and may not be assigned without the prior written consent of Autodesk, which may be postponed by
Autodesk at its sole option.
9.4 Autodesk Affiliates and Affiliates . The Licensee acknowledges and agrees that Autodesk may arrange with its associated companies and
affiliates to carry out the activities contemplated in this Agreement, including, without limitation, the delivery of the Autodesk Materials and
Subscriptions and the provision of the Services, provided, however, that Autodesk (and not its associated companies and affiliates) shall at
all times be responsible for the performance of its obligations under this Agreement. Licensee further agrees that Autodesk affiliates and
affiliates may enforce this Agreement (including the right to take legal action to that effect).
9.5 Exceptions to Prohibitions; Partial Nullity .
9.5.1 The prohibitions contained in this Agreement will not apply to the extent that applicable law does not allow the application of such
prohibitions. Licensee may have other rights under the laws of the state or country in the Territory in which the Licensed Materials are
acquired, and this Agreement shall not modify Licensee's rights under the laws of such state or country in to the extent such laws do not
permit this Agreement to modify such rights. Licensee will be responsible for demonstrating that applicable law does not permit (i) the
application of such prohibitions; or (ii) the modification, by this Agreement,
9.5.2 If any provision of this Agreement is declared illegal, invalid or inapplicable in whole or in part under the applicable law, that provision or
part of the affected provision will cease to have effect with respect to the jurisdiction in which it is illegal, invalid or inapplicable to the extent of
its illegality, invalidity or inapplicability and will be considered modified as necessary to adapt to the applicable legislation, reflecting to the
maximum extent possible the will of the parties. The illegality, invalidity or unenforceability in that jurisdiction of the provision in question will
not in any way affect the legality, validity and enforceability of that provision or the remaining provisions of this Agreement in other
jurisdictions.
9.6 Absence of Waiver . No term or provision of this Agreement may be deemed waived and no breach may be excused unless the waiver is
in writing and signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) shall constitute a
consent, waiver or excuse with respect to any other or subsequent breach.
9.7 Audits. Licensee agrees that Autodesk shall have the right to request an audit (electronic or otherwise) of the Autodesk Materials and its
Installation and Access activities. As part of that audit, Autodesk or its authorized representative may inspect, upon fifteen (15) days' notice to
Licensee, the records, systems and facilities, including machine identifiers, serial numbers and other related information of the Licensee.
Licensee, in order to verify that the use of all Autodesk Materials is in accordance with the provisions of this Agreement. The Licensee must
provide all necessary collaboration to facilitate the performance of the audit. If Autodesk determines that Licensee's use is not in accordance
with the Agreement, The Licensee must immediately obtain and pay for a valid license(s) in order to ensure that said use by the Licensee
complies with the provisions of this Agreement and any other applicable terms and conditions. , must also pay the reasonable expenses of
the audit. In addition to the aforementioned payment rights, Autodesk reserves the right to take all legal remedies available at law or in equity,
whether under this Agreement or under any other legal principle. must also pay the reasonable expenses of the audit. In addition to the
aforementioned payment rights, Autodesk reserves the right to take all legal remedies available at law or in equity, whether under this
Agreement or under any other legal principle. must also pay the reasonable expenses of the audit. In addition to the aforementioned payment
rights, Autodesk reserves the right to take all legal remedies available at law or in equity, whether under this Agreement or under any other
legal principle.
9.8 Language . The English language version of this Agreement will be legally binding in the event of any inconsistency between the English
version and any translation thereof. When the Licensee has acquired the license corresponding to the Licensed Materials in Canada, it will be
obliged to the following: The parties confirm their desire that this Agreement, as well as the other documents related to it, including the
notifications, be drawn up in the language English exclusively.
9.9 Interpretation . No possible ambiguity of this Agreement may be interpreted against the party responsible for its drafting.
9.10 Force Majeure . Autodesk will not be liable for any loss, damage or penalties resulting from delays or failures in performance due to acts
of God, supplier delays or other causes beyond Autodesk's reasonable control.
9.11 Rights of the US Government. For contracts with US Government entities, all Autodesk Materials constitute commercial computer
software as that term is defined in FAR 12.212 and are subject to the restrictions set forth in FAR Part 52.227. -19 "Commercial Computer
Software - Restricted Rights" and DFARS 227.7202 "Rights in Commercial Computer Software or Commercial Computer Software
Documentation" Commercial Computer Software Documentation"), as applicable, or in any other later developed standard. Any activity of
use, modification, reproduction, editing, representation,
9.12 Export Control. Licensee acknowledges and agrees that the Autodesk Materials and Services (including all data submitted by Licensee
in connection with a Service and all Licensee-specific output generated by a Service) are subject to compliance with all applicable laws and
regulations. export control and trade sanctions laws of the United States and any other applicable country, including, without limitation, the
regulations promulgated by the Department of Commerce and the Department of the Treasury of the United States (collectively, the "Laws of
Export Control"). The Licensee represents, warrants and agrees that neither it nor any member of its Personnel (i) is a resident or citizen, or
are located in any country subject to any type of US trade sanctions or other significant trade restrictions (including, without limitation, Cuba,
Iran, Sudan, Syria and North Korea); (ii) you are included on any US Government restricted user list (including, without limitation, the US
Government's List of Specially Designated Nationals and Blocked Persons). U.S. Department of the Treasury, the U.S. Department of
Commerce's Denied Party List, Entity List and Unverified List, and the U.S. Department of Commerce's Denied Party List, Entity List and
Unverified List. entities excluded for proliferation activities of the US Department of State, (iii), entities or parties that are not permitted to
receive such items under Export Control Laws or other laws and regulations to which Licensee may be subject. Licensee understands that
the requirements and restrictions of the Export Control Laws, to the extent applicable to Licensee, may vary depending on the Autodesk
Materials or Services provided under this Agreement and may be modified from time to time. the future. Licensee shall be entirely
responsible for (i) determining the specific controls applicable to the Autodesk Materials or Services, and (ii) complying with the provisions of
the Export Control Laws and being aware of their possible modifications.
9.13 Complete Agreement. This Agreement and all other terms and conditions referenced herein (such as the Subscription Program Terms
and Conditions and the Terms and Conditions of Service) constitute the entire agreement between the parties (and supersede all other
agreements, negotiations, communications, agreements, representations, warranties, advertisements or prior or contemporaneous
understandings) with respect to the subject matter of this Agreement, although specific Autodesk Materials may be subject to additional or
different terms and conditions associated with such Autodesk Materials. The parties acknowledge that, for the execution of this Contract, they
are not based on any other type of agreements, negotiations, communications, pacts, representations, guarantees, advertising or
understandings other than those expressly stipulated in this Contract. Licensee acknowledges and agrees that Autodesk may add or change
the Subscription Program Terms and Conditions and the Terms and Conditions of Service at any time, provided that Autodesk notifies in
writing such additions or changes (and may allow Licensee not to renew and terminate the Agreement and offer other options with respect to
the Subscriptions or the Services) before they take effect for the Licensee. In the event of a conflict between this Agreement and any other
Autodesk terms and conditions (including, without limitation, Subscription Program Terms and Conditions, Terms and Conditions of Service
or other additional or different terms and conditions), The provisions of such other terms and conditions will prevail. The terms and conditions
set forth by Licensee in any communication sent by Licensee to modify this Agreement or other applicable terms and conditions shall be null
and void unless accepted by an authorized representative of Autodesk in a signed written instrument to that effect. No other modification to
this Agreement will be valid unless accepted by an authorized representative of Autodesk in a written instrument signed to that effect. The
terms and conditions set forth by Licensee in any communication sent by Licensee to modify this Agreement or other applicable terms and
conditions shall be null and void unless accepted by an authorized representative of Autodesk in a signed written instrument to that effect. No
other modification to this Agreement will be valid unless accepted by an authorized representative of Autodesk in a written instrument signed
to that effect. The terms and conditions set forth by Licensee in any communication sent by Licensee to modify this Agreement or other
applicable terms and conditions shall be null and void unless accepted by an authorized representative of Autodesk in a signed written
instrument to that effect. No other modification to this Agreement will be valid unless accepted by an authorized representative of Autodesk in
a written instrument signed to that effect.
10. Additional Terms and Conditions
10.1 Clause 10.1. The following applies to the Software indicated below, which may be included in the Licensed Materials: (i) Autodesk
Maya; (ii) Autodesk Softimage; (iii) Autodesk 3ds Max; and (iv) Autodesk 3ds Max Design.
10.1.1 Modeling.
A. With respect to the Modeling Software (as this term is defined below), in addition to any other license granted in this Agreement, Licensee
may allow the Installation or Access of such Modeling Software in Network solely for your own Internal Business Needs and specifically for
modeling files created with the Software. However, if the Modeling Software is mental ray and is provided with a certain number of mental ray
modeling nodes, with respect to mental ray the above stipulations will be limited to that number of mental ray modeling nodes.
B. With respect to the mental ray Batch Software (as that term is defined below), in addition to any other license granted in this Agreement,
Licensee may permit Installation or Access of such mental ray Batch Software ray solely for your own Internal Business Needs, as well as for
use (i) specifically for modeling files created with the Software or (ii) by the Modeling Software specifically for modeling files created with the
Software. The total number of CPUs used by the mental ray Batch Software may not exceed the number specified in the License ID.
C. With respect to the Standalone Version of mental ray (as this term is defined below), Licensee may allow Installation or Access of such
Standalone Version of mental ray in Network Mode only on Computing Device(s) (s) (as this term is defined below), solely for your own
Internal Business Needs and specifically for modeling files created with the Software. With respect to the Standalone Version of mental ray,
any reference to the term "Computer" included in the Agreement is deleted and replaced by the term "Computing Device(s)."
D. With respect to the Satellite Version of mental ray (as this term is defined below) for Autodesk 3ds Max, Autodesk Maya and Autodesk
Softimage Software products, each mental ray executable file will be capable of running on one (1) or multiple hosts with a limit, however, of
four (4) client Computing Devices. With respect to the Satellite Version of mental ray, any reference to the term "Computer" included in the
Agreement is deleted and replaced by the term "Computing Device(s)".
E. Definitions.
(1) "mental ray Standalone Version" means the Standalone Version of the mental ray client/server executable, including the standard mental
ray shader libraries and utilities used specifically for modeling files created with the Software.
(2) "Modeling Software" means a subset of the Software used specifically for modeling files created with the Software.
(3) "Mental Ray Batch Software" means a subset of the Software used: (i) specifically for modeling files created with the Software or (ii) by
the Modeling Software specifically for modeling files created with the Software. Software.
(4) "Mental Ray Satellite Version" means the Satellite Version of the mental ray server executable, including the mental ray standard shader
libraries. The Satellite Version of mental ray is equivalent in terms of its functions to the Standalone Version of the mental ray executable
server, used specifically for modeling the files created with the Software, although it will not be possible to read or write files in the entirety of
the software. mi2 format.
(5) "Computing Device" means (i) a single electronic device with a maximum of: (a) four (4) CPUs (regardless of the number of cores of each
CPU), each CPU having one or more microprocessors, (b ) four (4) independent GPU computing boards; or (ii) a software implementation of
the independent electronic equipment (referred to as a 'virtual machine') described in section (i) above, whose independent electronic
equipment accepts information in digital or similar format and which manipulates such information to obtain a specific result based on in a
sequence of instructions.
10.2 Exceptions. Clause 10.2. The following applies to Autodesk Software products belonging to the category of Media, Entertainment and
3D Animation that may be included in the Licensed Materials. Without prejudice to the provisions of Section 2.1.1, Ungranted
Licenses/Unauthorized Activities, if: (i) the Redistributable Component (as this term is defined below) works with the Software and with the
Licensee Application; and (ii) the Redistributable Component is associated with the Licensee Application; Licensee may reproduce and
distribute the Redistributable Component and the Licensee Application together, subject to Licensee's strict compliance with all of the
following terms and conditions:
A. the class IDs for all classes of objects created by Licensee must be distinct and clearly distinguishable from the class IDs used by
Autodesk;
B. the modified code of the Sample (as this term is defined below) and all binaries resulting from the Licensee Application shall be identified
as elements developed by the Licensee, and not by Autodesk;
C. Licensee's Application shall incorporate Licensee's intellectual property notice;
D. Any Modification (as this term is defined below) and all resulting binaries must include the copyright notices of Autodesk, Inc. and the
following statement: "This software contains copyrighted code owned by Autodesk , Inc., although it has been modified and not endorsed by
Autodesk, Inc." The language of the intellectual property notice and statement must be the same as that of the Software;
E. the distribution must be made for non-profit purposes only;
F. distribution may not be in binary or text format;
G. Distribution will be subject to the standard version of the click-through end user license agreement under which, among other things:
(1) Autodesk's interests are protected in accordance with the terms and conditions of this Agreement;
(2) redistribution of the Redistributable Component is prohibited;
H. In addition to the above, if the Redistributable Component works with Autodesk 3ds Max and/or 3ds Max Design Software products and
the Licensee Application, before reproducing and distributing the Redistributable Component and the Licensee Application must be excluded
of these all MIDI files;
I. Licensee agrees to exclude Autodesk and its affiliates and related entities from all liability for damages, costs, losses, obligations, expenses
and transactional amounts incurred in connection with any litigation, claim or legal proceeding brought by a third party in which the
Redistributable Component and/or the Licensee Application is alleged to constitute infringement or misappropriation of any patents,
copyrights, moral rights, trademarks, trade secrets and design rights, whether registered or unregistered, including any registration
applications of the above elements and all rights or forms of protection of a similar nature that have an equivalent or similar effect, and that
may exist anywhere in the world.
10.2.1 Definitions.
A. "Licensee Application" means, with respect to the Software, a Modification introduced by Licensee to design, develop and test application
programs made by Licensee.
B. "Modification" means: (i) any addition to the substance of a Sample or to the substance of the contents of any file containing a Sample; (ii)
any deletion of the structure of a Sample or the structure of the contents of any file containing a Sample; and/or (iii) any new file containing
any part of a Sample; all of which indicate, in Autodesk's sole discretion, that the Sample is not the primary source of value.
C. "Redistributable Component" means the Sample(s) and/or a Modification.
D. "Sample(s)" means the sample source code or individual animations, still images and/or audio files contained in the Software and included
in the samples directory, samples subdirectory, sample files or any other directories or files of similar type.
10.3 The following Clause 10.3 applies to the following Software, which may be included in the Licensed Materials: (i) Autodesk Softimage
Mod Tool and (ii) Autodesk Softimage Mod Tool Pro.
10.3.1 Autodesk Softimage Mod Tool. If the Software is Autodesk Softimage Mod Tool, the Type of License that will correspond will be the B.
7. specified in Annex B, "Student License.
10.3.2 Autodesk Softimage Mod Tool Pro. In the event that the Software is Autodesk Softimage Mod Tool Pro, the corresponding License
Type will be B. 1. specified in Annex B, "Stand-alone License (Individual)"; however, Licensee's Internal Business Needs will be limited to the
activities of designing, developing and testing an application program designed to operate with the Software at the level of Licensee's internal
use in the production of multimedia content in conjunction with its valid subscription to the Licensee. XNA® Creators Club Online Premium
group.
11. Additional Terms and Conditions: Quantity Take Off. The following Section 11 applies to the Quantity Take Off Software that may be
included in the Licensed Materials (the "QTO Software"):
11.1 The QTO Software is based on some of the work of the Independent JPEG Group.
11.2 Certain portions of the QTO Software include the Crystal Reports Runtime Software (the "Runtime Software") licensed to you by
Business Objects Software Ltd ("Business Objects"). Licensee's use of the Runtime Software will be subject to the following conditions:
11.2.1 the Licensee agrees not to carry out any type of modification, disassembly, decompilation, translation, adaptation or reverse
engineering of the Runtime Software or the .RPT report file format;
11.2.2 Licensee agrees not to distribute the Runtime Software for general report writing, data analysis or reporting purposes or any other
product that performs identical or similar functions to those offered by Business Objects products;
11.2.3 Licensee agrees not to use the Software Runtime to create, for distribution purposes, a product that generally competes with the
Business Objects product offering;
11.2.4 Licensee agrees not to use the Runtime Software to create, for distribution purposes, any product that converts the .RPT report file
format to an alternative report file format used for general report writing purposes. reporting, data analysis or report creation that is not owned
by Business Objects;
11.2.5 the Licensee agrees not to use the Crystal Reports Software on a rental basis or to use computer resources on a time-sharing basis
for commercial purposes (time-sharing) or to manage a data processing service (service bureau) for the benefit from other third parties.
11.3 BUSINESS OBJECTS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT OF THIRD PARTY RIGHTS. BUSINESS OBJECTS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER
FOR THIS AGREEMENT OR IN CONNECTION WITH THE CRYSTAL REPORTS SOFTWARE.
12. Additional Terms and Conditions: Educational Suites. If Licensee is an educational institution, Licensee's Territory is the United States of
America or Canada, and the Licensed Materials include an Educational Suite package, as that term is defined below, the additional terms
and conditions described in this Section 12 will be applicable.
12.1 Additional Definitions.
12.1.1 "Educational Campus" means the laboratories, classrooms or computer offices located on the Licensee's facilities in a state or
province, and which may include the Licensee's main campus as well as its remote campus, provided that said campus distance offers the
same study program as the main campus.
12.1.2 "Secondary Educational Institution" means an educational institution generally referred to as a "high school" or "secondary educational
institution" (typically encompassing, in the United States educational system, grades 9 through 12).
12.1.3 "Higher Education Institution" means an educational institution generally referred to as a "college", "university", "higher education
institution" or "tertiary education institution".
12.1.4 "Educational Suite" means any Software consisting of a package or suite with a License Identification that designates the License
Type as "Stand-alone (Individual) Educational License", "Multi-Seat Self-Standing Educational License" or "Multi-Seat Educational License".
Network", but excluding the products Autodesk Animation Academy, Autodesk Entertainment Creation Suite Ultimate and any other
entertainment and educational media packages or suites that succeed them.
12.1.5 "Public Educational Institution" means an educational institution that is a legal delegation or agency of local or state public
administrations.
12.2 Educational Site Restrictions.
12.2.1 If Licensee is a Secondary Education Institution, Licensee's use of the Licensed Materials will be limited to one (1) single Educational
Site.
12.2.2 If Licensee is a Higher Education Institution, Licensee's use of the Licensed Materials will be limited to a maximum of five (5)
Educational Campuses.
12.3 Law Applicable to Public Education Institutions. If the Licensee is a Public Educational Institution, this Agreement will be governed by
and construed in accordance with the laws of the State or Province where the Public Educational Institution in question is located. These
laws will be applicable without reference to their rules on conflict of laws. The United Nations Convention on Contracts for the International
Sale of Goods and the United States Computer Information Transaction Act will not apply to this Agreement (and are excluded from the
applicable rules). Additionally, each of the parties agrees to submit any claim,
13. Autodesk download technology may use Akamai's NetSession Interface, which may use a limited amount of upload bandwidth and
resources on your computer to interconnect with another network to improve the speed and reliability of content. Web. The Akamai
NetSession Interface is a secure network client technology that leverages the power of your computer to provide software and media
available on the Akamai network. Your Akamai NetSession Interface works in conjunction with other Akamai NetSession Interfaces, in
parallel with thousands of Akamai edge servers, and runs as a network service using a limited amount of your computer's available
resources. For more information about the Akamai NetSession Interface, you can consult here: http://www.akamai.com/client . By clicking
"Accept" and using Autodesk download technology, you agree to the Akamai License Agreement ( http://www.akamai.com/eula ) in
addition to the Autodesk License and Service Agreement.
Annex A
Definitions
1. " Access " or " Accessible " means, with respect to a computer program or other materials, (a) use or run the computer program or other
materials or (b) use or benefit from the features and functionalities of the computer program or other materials. those other materials.
2. " Agreement " means this License and Services Agreement, including all its Annexes and appendices, as such License and Services
Agreement may be modified from time to time in accordance with its Terms and conditions.
3. " Authorized User " means any natural person who carries out the Installation or Access activities or is authorized to Install and Access the
Licensed Materials.
4. "Autodesk" means Autodesk, Inc., a Delaware corporation, except where Licensee has licensed the Autodesk Materials (a) in a country in
Europe, Africa or the Middle East, in which case "Autodesk" means Autodesk Development Sàrl or (b) in any country in Asia, Oceania or the
Asia-Pacific Region, in which case "Autodesk" means Autodesk Asia Pte Ltd.
5. " Autodesk License Manager " means the tool called "Autodesk License Manager" or any Autodesk tool developed in the future for the
management, monitoring and control of Installation and Access activities to Autodesk Materials.
6. " Autodesk Materials " means the materials distributed or offered by Autodesk, directly or indirectly, including the Software, Supplemental
Materials, User Documentation and Excluded Materials (whether licensed to Licensee).
7. " Computer " means (i) a single electronic device, with one or more central processing units (CPU), that accepts information in digital or
similar format and that manipulates the information for a specific result based on a sequence of instructions or (ii) a software implementation
of such device (or virtual machine).
8. " Customer Information Form " means a form completed by or on behalf of Licensee and submitted to Autodesk or a Reseller, directly or
indirectly, in connection with the order placed by Licensee requesting a license to the Autodesk Materials, a Subscription or Services.
9. " Educational Purposes " means purposes directly related to the activities of learning, teaching, training and research and development
that form part of the educational functions carried out by an institution of primary or secondary education, by a degree-granting institution or
training certificates or by a learning, teaching or training study center, but excluding any type of commercial, professional, lucrative or any
other type of purpose.
10. " Evaluation Purposes " means the purposes of evaluating and demonstrating the capabilities of the Software or Supplementary
Materials, but excluding competitive analysis purposes and any commercial, professional or lucrative purposes.
11. " Excluded Materials" means all materials, including the Software, Supplementary Materials and User Documentation (and including,
without limitation, computer programs, modules or components of a computer program, functionalities or features of a computer program,
explanatory materials in print or on electronic format, content or other materials, if applicable), that may be provided or offered to the
Licensee, by any means, or that are included in any medium delivered to the Licensee, with respect to which (a) the Licensee does not have
a License Identification or (b) Licensee has failed to pay the applicable application fees. Licensee acknowledges that, for the convenience of
the licensing mechanism used by Autodesk,The Excluded Materials are included in the media or are obtained with the download, but their
inclusion does not grant in any way, expressly or implicitly, any right to use said Excluded Materials.
12. " Instructor " means any member of the Staff of an institution of primary or secondary education, a degree or certificate institution, or a
center of learning, teaching or training and who, at the request of Autodesk, may prove his status as a Professor.
13. “ Install ” and “ Installation ” mean, with respect to a computer program or other materials, to copy the program or materials to a hard drive
or any other storage medium.
14. "License Identification" means one or more of Autodesk's designations that establish the License Type (among other things) relating to
the license acquired by Licensee with respect to its Licensed Materials. The License Identification may (a) be found (i) included in the
Licensed Materials (for example, in an "About" dialog box, license information dialog box, or in a text file of the Software). ), (ii) in Autodesk
packaging or (iii) in a written confirmation or notification communicated by Autodesk to Licensee and transmitted via e-mail, fax, physical
delivery or by any other means or (b) be obtained through from Autodesk, upon request. For clarification purposes,
15. " License Type " means the type of license specified by Autodesk with respect to the Autodesk Materials, including the types described in
Exhibit B. The License Type includes the terms and conditions specified by Autodesk for each type of license. , including the terms and
conditions of application indicated in Annex B. The Type of License is determined by Autodesk and may be specified in the corresponding
License Identification.
16. " Licensed MaterialsThe Licensed Materials also include Supplemental Materials and User Documentation that Autodesk provides or
offers to Licensee for use in conjunction with the Software licensed under this Agreement, if no other terms and conditions apply to such
materials specified by Autodesk. The Licensed Materials include, without limitation, all bug fixes, patches, service packs, updates,
enhancements or new versions of the Licensed Materials that Autodesk provides or offers to Licensee under its license in each case.
moment. Licensee acknowledges that the availability of Updates and new versions may be subject to additional fees and the Terms and
Conditions of the Subscription Program. Additionally, the Licensed Materials include, without limitation, all Previous Versions and other
Autodesk Materials that Licensee receives or retains in accordance with the Subscription Program Terms and Conditions, but only to the
extent expressly permitted by the Licensee. Terms and Conditions of the Subscription Program and during the time established therein.
Without prejudice to the foregoing (or any other provision of this Agreement), the Licensed Materials exclude in all cases the Excluded
Materials. without limitation, all Previous Versions and other Autodesk Materials that Licensee receives or retains in accordance with the
Subscription Program Terms and Conditions, but only to the extent expressly permitted by the Subscription Program Terms and Conditions
and during the time established in them. Without prejudice to the foregoing (or any other provision of this Agreement), the Licensed Materials
exclude in all cases the Excluded Materials. without limitation, all Previous Versions and other Autodesk Materials that Licensee receives or
retains in accordance with the Subscription Program Terms and Conditions, but only to the extent expressly permitted by the Subscription
Program Terms and Conditions and during the time established in them. Without prejudice to the foregoing (or any other provision of this
Agreement), the Licensed Materials exclude in all cases the Excluded Materials. but only to the extent expressly permitted by the
Subscription Program Terms and Conditions and for the time set forth therein. Without prejudice to the foregoing (or any other provision of
this Agreement), the Licensed Materials exclude in all cases the Excluded Materials. but only to the extent expressly permitted by the
Subscription Program Terms and Conditions and for the time set forth therein. Without prejudice to the foregoing (or any other provision of
this Agreement), the Licensed Materials exclude in all cases the Excluded Materials.
17. " Licensee" means (a) the company or legal entity on behalf of which the Autodesk Materials are acquired, if the Autodesk Materials are
acquired on behalf of such entity (for example, by an employee, independent contractor or authorized representative) or, (b) if there is no
such entity, the person who accepts this Agreement (for example, by selecting the "I Accept" button, any other button or mechanism
associated with this Agreement or any other form express your acceptance or by installing, downloading, accessing, copying or using all or
any part of the Autodesk Materials). For clarification purposes, the term "Licensee" refers exclusively to a single specifically identified natural
or legal person ,excluding all associated companies and subsidiaries of said natural or legal person and any other related person.
18. " Internal Business Needs of Licensee " means, with reference to the Licensed Materials, the use of such Licensed Materials (and their
features and functions) by Licensee's own Personnel in order to satisfy internal business requirements. your business in the course of your
normal activity, with the understanding, however, that the Internal Business Needs will not in any case include the delivery or offering of the
Licensed Materials (or their features or functions) to third parties.
19. " Network Mode " means a computing environment, which includes a Computer that acts as a network server, that allows the Licensed
Materials Installed on said Computer to be uploaded, Installed, operated, viewed and Accessed shared with other Computers over a local
area network connection or over a VPN virtual private network connection subject to compliance with the VPN Requirements.
20. " Allowed Number " means a maximum number (such as number of authorized users, number of simultaneous users, number of
computers, sessions, etc.) applicable to a license of Licensed Materials and the associated License Type with that license. This number is
determined by Autodesk and may be specified in the corresponding License Identification.
21. " Personal Learning Purposes " means (i) personal learning as a Student or (ii) personal learning of persons other than Students,
excluding (a) learning through in-person or online training classes in any program for obtaining of degrees or training certificates and (b)
learning relating to commercial, professional or lucrative purposes.
22. " Personnel " means (a) employees of Licensee and (b) individuals who are independent contractors, work at Licensee's premises and
perform Installation and Access activities of the Licensed Materials solely on Computers owned by Licensee or leased and controlled by it.
23. " Previous Versions " means, with respect to a current and updated version of the Licensed Materials, an earlier version of those
Licensed Materials and with respect to which the current version constitutes a later or replacement version (as as determined by Autodesk).
24. " Reseller " means a distributor or reseller authorized directly or indirectly by Autodesk to distribute authentic Autodesk Materials to
Licensee.
25. " Services " means the services (including the results of services) provided or offered by Autodesk, including, without limitation, support
services, storage, simulation, testing, training and other benefits, but excluding the services provided or offered as part of a Subscription.
26. " Terms and Conditions of Service " means the terms and conditions of the Services that appear indicated in a specific section through
which users may make requests for Services or register for them, which are shown in relation to the registrations. and requests for such
Services (such as through a website) or, in the absence of such terms and conditions, those included at
http://usa.autodesk.com/company/legal- notices-trademarks/terms-of-use or on any other Autodesk website that succeeds or complements it.
27. " Software " means a computer program, module, or component of a computer program distributed or offered by Autodesk. The term
"Software" may also refer to the functions and features of the computer program.
28. " Stand-alone Mode " means that (i) the Licensed Materials may not be Installed on a single Computer and (ii) the Licensed Materials
may not be Installed, used or viewed on other Computers (using, for example, some type of network connection) nor may they be Accessed
through said Computers.
29. " Student " means each natural person (i) who, at the time of the Installation of the Licensed Materials, is enrolled (a) in a recognized
educational institution for obtaining degrees or training certificates, taking three (3) or more credit hours in an educational program leading to
a degree or training certificate or (b) in a training program of a minimum of nine (9) months in duration to obtain a training certificate and with
respect to which, (ii) at the request of Autodesk, your status as a registered person can be accredited.
30. " Subscription " means the program generally offered by Autodesk under which Autodesk provides (among other things) upgrades,
updates, new versions and other support and training services in connection with the Autodesk Materials.
31. “ Subscription Program Terms and Conditions ” means the terms and conditions applicable to Subscriptions set forth at
http://usa.autodesk.com/company/legal-notices-trademarks/support-terms-and-conditions or on any other Autodesk website that succeeds or
complements it (the URL at which they can be consulted through the Autodesk website or upon request).
32. " Supplementary Materials" means the materials, other than the Software and related User Documentation, that are distributed or offered
by Autodesk for use in conjunction with the Software. Supplemental Materials include, without limitation, (a) content, such as drawings and
designs of sample, modules of drawings and designs and other manifestations of elements used in drawings and designs (for example,
buildings, parts of buildings, installations, furniture, bridges, roads, characters, backgrounds, configurations and animations); (b) background
materials , such as building codes and descriptions of building practices; (c) tools for obtaining results from the Software such as fonts, and
(d) Development Materials,application programming interfaces (APIs) and other similar developer materials (including IPA Information).
33. " Territory " (a) means the country, countries or jurisdiction or jurisdictions specified in the License Identification or, (b) if no License
Identification exists or if no country or jurisdiction is specified in such License Identification, means the country in which Licensee acquires the
license for the Autodesk Materials. If the License Identification specifies, or Licensee acquires the Autodesk Materials in, a Member State of
the European Union or the European Free Trade Association, the term Territory shall refer to all countries of the European Union and the
European Free Trade Association.
34. " Uninstall " means to remove or disable your copy of the Autodesk Materials by deleting it from your hard drive or other storage media by
any means or by destroying or otherwise rendering unusable such copy of the Autodesk Materials.
35. " Update" means a full commercial version of the Licensed Materials (a) that succeeds or replaces a previous licensed version (and which
may incorporate error corrections, patches, service packs, updates and extensions and improve or add features and functions to the earlier
version) or a different version of the Licensed Materials, (b) which will be provided to the Licensee who has previously acquired the
corresponding license of an earlier or different licensed version from Autodesk and (b) with respect to which Autodesk generally charges a
separate fee or offer it only to customers who have a Subscription. The decision whether the Autodesk Materials constitute an Update may
be specified in the corresponding License Identification.Whether the Autodesk Materials constitute an Update and whether Licensee is
eligible to license certain Autodesk Materials will be determined by Autodesk.
36. " User Documentation " means the informational or explanatory materials for the Software or the Supplementary Materials (including
materials relating to the use of the Software or the Supplementary Materials), which may be in electronic or printed format and which
Autodesk or the Reseller incorporated into the Software or Supplementary Materials (or packaged with the Software or Supplementary
Materials) or otherwise offered to their customers when they license or purchase or Install the Software or Supplementary Materials or
otherwise later moment.
37. " VPN Requirements " means that (i) Access to the Licensed Materials is possible through a secure virtual private network ("VPN"), (ii)
the maximum number of simultaneous users with Access to the Materials with License (whether in Network Mode or via VPN) may not
exceed the Permitted Number at any time, (iii) Installation and Access of all copies of the Licensed Materials must be carried out exclusively
in conjunction with the protection device technical (if applicable) provided with the Licensed Materials and that (iv) the VPN connection must
be secure and comply with the general encryption and protection mechanisms currently used in the sector.
Annex B
License Types
1. Autonomous License (Individual). If the License Identification identifies the License Type as a "Stand-alone License" or an "Individual
License", Licensee may Install a single master copy of the specific version of the Licensed Materials indicated on the corresponding License
Identification on one (1 ) Computer, in Standalone Mode and permit Access to such primary copy of the Licensed Materials solely to your
Personnel and for your own Internal Business Needs. Licensee may also Install a single additional copy of the aforementioned Licensed
Materials on one (1) additional Computer and in Standalone Mode; provided that (i) Access to such additional copy of the Licensed Materials
is made exclusively by the same person who has Access to the primary copy, (ii) such person is the Licensee (where the Licensee is a
natural person) or an employee of the Licensee, (iii) such person Accesses the additional copy solely to perform his or her work while away
from his or her usual work position and to address Licensee's Internal Business Needs and (iv) the primary and additional copies are not
Accessed simultaneously. The duration of the Autonomous (Individual) License will be perpetual, except as otherwise stipulated in this
Agreement. (iii) such person Accesses the additional copy solely to perform his or her work while away from his or her normal work position
and to meet Licensee's Internal Business Needs and (iv) the primary and additional copy are not Accessed simultaneously. The duration of
the Autonomous (Individual) License will be perpetual, except as otherwise stipulated in this Agreement. (iii) such person Accesses the
additional copy solely to perform his or her work while away from his or her normal work position and to meet Licensee's Internal Business
Needs and (iv) the primary and additional copy are not Accessed simultaneously. The duration of the Autonomous (Individual) License will be
perpetual, except as otherwise stipulated in this Agreement.
2. Autonomous License for Various Positions. If the License ID identifies the License Type as "Stand-alone Multi-Seat License", Licensee
may Install primary copies of the specific version of the Licensed Materials indicated on the corresponding License ID up to the Permitted
Number of Computers, on Standalone Mode and allow Access to such copies of the Licensed Materials solely to your Personnel and for your
own Internal Business Needs. Licensee may also Install additional copies of the aforementioned Licensed Materials on additional Computers
up to the Permitted Number of Computers and in Standalone Mode; provided that (i) Access to each additional copy of the Licensed
Materials is made exclusively by the same person who has Access to the primary copy, (ii) such person is the Licensee (where the Licensee
is a natural person) or an employee of the Licensee, (iii) such person Accesses the additional copy solely to perform his or her work while
away from his or her usual workplace and to address Licensee's Internal Business Needs and (iv) the primary and additional copies are not
Accessed simultaneously. The duration of the Multi-Position Autonomous License will be perpetual, except as otherwise stipulated in this
Agreement. (iii) such person Accesses the additional copy solely to perform his or her work while away from his or her normal work position
and to meet Licensee's Internal Business Needs and (iv) the primary and additional copies are not Accessed simultaneously. The duration of
the Multi-Position Autonomous License will be perpetual, except as otherwise stipulated in this Agreement. (iii) such person Accesses the
additional copy solely to perform his or her work while away from his or her normal work position and to meet Licensee's Internal Business
Needs and (iv) the primary and additional copies are not Accessed simultaneously. The duration of the Multi-Position Autonomous License
will be perpetual, except as otherwise stipulated in this Agreement.
3. Network License. If the License Identification identifies the License Type for the Licensed Materials as a "Network License", Licensee may
Install copies of the specific version of the Licensed Materials indicated on the corresponding License Identification on a Computer and allow
Access to said Licensed Materials on multiple Computers, in Network Mode, exclusively to its Personnel and for its own Internal Business
Needs, respecting in all cases that the maximum number of simultaneous Authorized Users is not greater than the Permitted Number of
Authorized Users and also respecting any other limits imposed by the Autodesk License Manager tool (if applicable). Additionally, the
Licensee may, at its sole election, Install the Licensed Materials on a server with a "hot backup" configuration; with the understanding,
however, that Licensee may Access the Licensed Materials from the server with a "hot backup" configuration only while the main Installed
copy of the Licensed Materials is not operational and subject in all cases to the same terms. and conditions that apply to the main Installed
copy. The term "Hot Backup Configuration Server" means a network server Computer that has a second copy of the Software and
Supplementary Materials Installed, but Access to which is not permitted except when the original Installed copy of the Software and
Supplementary Materials is not operational and only while said original Installed copy is not operational. The duration of the Network License
is perpetual, except as otherwise provided in this Agreement.
4. Autonomous Educational License (Individual). If the License Identification identifies the License Type as "Stand-alone (Individual)
Educational License", Licensee may Install one copy of the specific version of the Licensed Materials indicated on the corresponding License
Identification on one (1) Computer, with subject to the functional limitations determined and described in Clause 6.3 (Affected Data), in
Standalone Mode and allow Access to said copy of the Licensed Materials exclusively to (a) Teachers and Students when the Licensee is an
educational institution that issues degrees or certificates (such Students being considered to be part of the Licensee's Personnel for the
purposes of the Self-Employed Educational License [Individual]) or (b) to the Student if the Licensee is a Student; or (c) to Teachers if the
Licensee is Teachers, in each case for Educational Purposes only. The duration of the Autonomous Educational License (Individual) when
the Licensee is an educational institution that issues degrees or certificates is perpetual, except as otherwise stipulated in this Agreement.
When the Licensee is a Student, The Autonomous Educational License (Individual) will have a specific duration that will be specified in the
corresponding License Identification or, if said duration is not specified, the validity period will be thirty-six (36) months counted from the
Installation or that as authorized in writing by Autodesk in the case of a license granted free of charge, or will be perpetual if Licensee has
paid a license fee, except as otherwise provided in this Agreement. When the Licensee is the Teachers, the Autonomous Educational
License (Individual) will have a duration of thirty-six (36) months, in the case of a license granted free of charge, or a perpetual duration if the
Licensee has paid a fee for the license. license, except as otherwise provided in this Agreement.
5. Self-Employed Educational License for Various Positions. If the License Identification identifies the License Type as "Stand-alone
Educational Multi-Seat License", Licensee may Install copies of the specific version of the Licensed Materials indicated on the corresponding
License Identification up to the Permitted Number of Computers, with subject to the functional limitations determined and described in Clause
6.3 (Affected Data), in Standalone Mode and allow Access to such copies of the Licensed Materials exclusively to Students (such Students
being considered part of Licensee's "Staff" for purposes of the Self-Employed Multi-Position Educational License) and Faculty located at an
institution educational to obtain a degree or certificate and only for Educational Purposes and in places where they are not used for
commercial, professional or lucrative purposes. The duration of the Multi-Position Self-Employed Educational License is perpetual, except as
otherwise provided in this Agreement.
6. Educational Network License. If the License Identification identifies the License Type as "Network Educational License", Licensee may
Install copies of the specific version of the Licensed Materials indicated on the corresponding License Identification on a single network
server Computer, with subject to the functional limitations determined and described in Clause 6.3 (Affected Data), Such Licensed Materials
may be Accessed on multiple Computers in Network Mode and Access to copies of the Licensed Materials may be permitted exclusively to
Students (such Students being considered part of Licensee's "Personnel" for the purposes of the Educational Network License). ) and
Teachers who are in an educational institution to obtain a degree or certificate and solely for Educational Purposes, respecting in all cases
that the maximum number of simultaneous Authorized Users is not greater than the Permitted Number of Authorized Users and only in
places where they are not used for commercial, professional or lucrative purposes. The duration of the Educational Network License is
perpetual, except as otherwise provided in this Agreement.
7. Personal Learning License. If the License ID identifies the License Type as "Personal Learning License" on the applicable License ID,
Licensee may Install one copy of the specific version of the Licensed Materials indicated on the applicable License ID on a (1 ) Computer,
subject to the functional limitations determined and described in Clause 6.3 (Affected Data), in Standalone Mode and allow Access to said
copy of the Licensed Materials exclusively to the Licensee, in its capacity as an individual natural person, solely for Personal Learning
Purposes and in places that cannot be laboratories or classrooms and cannot be used for commercial, professional or lucrative purposes.
The duration of the Personal Autonomous Learning License (Individual) will be the fixed period of time specified in the corresponding License
Identification. If no specific period of time is indicated, the duration will be thirteen (13) months from the date of Installation.
8. Evaluation/Demonstration/Test. If Autodesk identifies the License Type as a "demo", "evaluation", "trial", or "not authorized for resale"
version (each an "Evaluation License") on the corresponding License Identification, the Licensee may Install one copy of the specific version
of the Licensed Materials indicated on the applicable License Identification on one (1) Computer, subject to the functional limitations
determined and described in Section 6.3 (Affected Data), in Standalone Mode and permit Access to such copy of the Licensed Materials
exclusively to Licensee's Personnel and solely for Evaluation Purposes, respecting in any case that the maximum number of simultaneous
Authorized Users is not greater than one (1) and only at the Licensee's workplace. The duration of the Evaluation License will be the fixed
period of time specified in the corresponding License Identification. If no specific time period is indicated, the duration will be thirty (30) days
from the date of Installation or such other period of time as Autodesk may authorize in writing.
9. Fixed/Limited/Rental Duration License. If Autodesk indicates in the corresponding License Identification that the duration of that license is
for a fixed or limited period of time or that it is a Rental License, Licensee's right to Install and Access the Licensed Materials will be valid only
during that particular period of time specified in the License ID. Installation and Access activities must be in accordance with the
corresponding Type of License and Permitted Number. If Autodesk indicates on the applicable License ID that the duration of that license is
for a fixed or limited period of time or that it is a Rental License, but then no specific period is specified on the License ID,
10. Network Specific Session License. If the License ID identifies the License Type as "Network Specific Session License", Licensee may
install one (1) copy of the specific version of the Licensed Materials indicated on the corresponding License ID on a Computer and allow
Access to said Licensed Materials on multiple Computers through a Supported Virtualization Application, in Network Mode, exclusively to the
Licensee's Personnel and solely to meet the Licensee's Internal Business Needs, respecting in all cases that the maximum number of
Sessions simultaneous connections does not exceed the Allowed Number and any other limits imposed by the Autodesk License Manager
tool (if applicable). For purposes of this Network Specific Session License, (a) a "Session" is defined as an exchange of interactive
information between two Computers that are connected through a Supported Virtualization Application and (b) "Supported Virtualization
Application(s)" are the methods or applications third-party Virtualization Services that are specifically indicated as supported by Autodesk in
the User Documentation relating to the Licensed Materials. With respect to the applicable Supported Virtualization Application, Licensee
agrees to enable all available session tracking mechanisms, not to disable them, and to retain all logs generated by such session tracking
mechanism. The duration of the Network Specific Session License is perpetual,

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Multi-User License: 20 users

LICENSE AGREEMENT AND SERVICES

1.2 Updates and Previous Versions .

2.1 Limitations and Exclusions .

2.2 Removal of Protections .

3. All Rights Reserved

4. Privacy; Use of Information; Connectivity

of the corresponding modifications.

5. Limited Warranty and Exclusion of Liability

6.2 Activation and Security Codes .

8. Validity and Resolution Period

9.5 Exceptions to Prohibitions; Partial Nullity .

10. Additional Terms and Conditions

C. Licensee's Application shall incorporate Licensee's intellectual property notice;

E. the distribution must be made for non-profit purposes only;

F. distribution may not be in binary or text format;

(2) redistribution of the Redistributable Component is prohibited;

C. "Redistributable Component" means the Sample(s) and/or a Modification.

12.1 Additional Definitions.

12.2 Educational Site Restrictions.

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