END USER LICENSE AGREEMENT
READ CAREFULLY: AUTODESK, INC. ("AUTODESK") LICENSES THIS PROGRAM, TOOL, PLUG-IN, ADD-ON, UTILITY APPLICATION, LIBRARY, BOOK, CONTENT, SOLUTION, SERVICE, OR OTHER MATERIAL (THE "PRODUCT") TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT ("AGREEMENT").
BY SELECTING THE "I ACCEPT" BUTTON BELOW THIS AGREEMENT OR BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING ALL OR ANY PORTION OF THE PRODUCT YOU AGREE TO ENTER INTO THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN AUTODESK AND EITHER YOU PERSONALLY, IF YOU ACQUIRE THE PRODUCT FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE PRODUCT.
IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: (A) DO NOT COPY, INSTALL, UPLOAD, ACCESS OR USE THE UTILILTY; AND (B) SELECT THE "I REJECT" BUTTON BELOW THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE PRODUCT).
DOWNLOADING, INSTALLATION, COPYING, ACCESS OR USE OF THIS PRODUCT EXCEPT AS PERMITTED BY THIS AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH PRODUCT.
1. Qualified User and Permitted Uses. The Product is to be used only in conjunction with the specific third-party software identified in materials distributed with the Product, with which such Product was designed to operate ("Software"). Therefore, you may use the Product only if you are an authorized user of the Software and for the term and within the scope of the license granted for the Software. This Agreement does not modify or alter the terms of the license agreement delivered with the Software.
2. License. Subject to the terms and conditions of this Agreement and conditioned on your continuous compliance with all license limitations and restrictions described in this Agreement, Autodesk grants to you a personal, non-transferable, non-sublicensable, non-exclusive, limited license to download, access and use the Product solely in connection with the Software. If you violate any of these limitations or restrictions, the license grant will automatically and immediately expire. Any usage of the Product outside the scope of the applicable license grant constitutes an infringement of Autodesk’s intellectual property rights as well as a material breach of this Agreement.
3. Restrictions. You acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is granted (whether expressly, by implication or otherwise) under this Agreement to any Autodesk materials that you did not acquire lawfully or that you acquired in violation of or in a manner inconsistent with this Agreement. You agree not (a) to distribute, rent, loan, lease, sell, sublicense, or otherwise provide all or any portion of the Product to any person or entity except as expressly set forth in this Agreement or as expressly authorized in writing by Autodesk, (b) to provide or make available any features or functionality of the Product to any person or entity, (c) to remove, alter or obscure any proprietary notices, labels or marks in the Product, (d) to decompile, disassemble or otherwise reverse engineer the Product or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Product, (e) to translate, adapt, arrange, or create derivative works based on, or otherwise modify the Product for any purpose, (f) use the Product in excess of, or in any manner inconsistent with, your entitlements, or (g) use the Product to collect or store personal data about any person or entity, including other users of the Product, except as otherwise expressly permitted by Autodesk.
4. All Rights Reserved. Autodesk and its licensors retain title to and ownership of, and all other rights with respect to, the Product, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. You have only the limited license granted with respect to the Product expressly set forth in this Agreement. You acknowledge and agree that the Product is licensed, not sold, and that rights to use the Product are acquired only under the license from Autodesk.
5. Feedback. You may be asked by Autodesk to provide certain comments, suggestions, input, ideas, data, or other information to Autodesk in connection with your use of the Product (collectively "Feedback"). Autodesk shall have the right to retain and use any such Feedback in current or future products or services, without additional compensation to you. To the extent such Feedback is protectable under intellectual property laws, you agree to cooperate with Autodesk as needed to obtain such protection as Autodesk may desire and you agree to assign your rights to such Feedback to Autodesk.
You warrant that the Feedback does not infringe any copyright or trade secret of any third party, and that you have no knowledge of, and have not been put on notice of, any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by you). You warrant that your Feedback is not subject to any license terms that would purport to require Autodesk to comply with any additional obligations with respect to any Autodesk products that incorporate any Feedback.
6. Warranty. THE PRODUCT IS FURNISHED ON AN "AS IS" BASIS, AND AUTODESK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. AUTODESK SPECIFICALLY DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS; WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU; THAT THE OPERATION OF THE PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED, ACCURATE, RELIABLE, OR COMPLETE; OR THAT ALL ERRORS OR DEFECTS IN THE PRODUCT WILL BE CORRECTED. NEITHER AUTODESK NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE PRODUCT. YOU USE THE PRODUCT AT YOUR OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AUTODESK SHALL CREATE A WARRANTY. Some states and jurisdictions do not allow the exclusion of certain warranties or limitations on applicable statutory rights of a consumer, so the above exclusions and limitations may not apply to you.
7. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL AUTODESK OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, FOR LOSS OF PROFITS, USE, REVENUE, OR DATA OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY) ARISING OUT OF OR IN CONNECTION WITH USE OF THE UTILILTY, WHETHER OR NOT AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE LIABILITY OF AUTODESK AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO THE PRODUCT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU (IF ANY) FOR SUCH PRODUCT. Some states and jurisdictions do not allow the exclusion of limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.
8. Export. You acknowledge that the Product (including any data submitted by you in connection with the Product and any specific output generated by the Product) is subject to the export control laws and regulations of the U.S. and other applicable countries, and you agree that you will abide by those laws and regulations. Under U.S. export control laws and regulations, the Product may not be downloaded or otherwise exported, re-exported, or transferred to restricted countries, to restricted end users or for restricted end uses. You represent, warrant and covenant that you (a) are not located in, or a resident or a national of, a restricted country; (b) are not on any of the U.S. government lists of restricted end users; (c) will not, unless otherwise authorized under U.S. export control regulations, use the Product in any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications; and (d) will not use the Product to disclose, transfer, download, export, or re-export, directly or indirectly, any of your content or output generated by the Product, third party content, or any other content or material of any country, entity, or party that is ineligible to receive such items under the applicable export control laws or regulations to which you may be subject. You understand that the requirements and restrictions of the export control laws as applicable to you may vary depending on your location and the type of Product provided under this Agreement and may change over time.
9. Termination. The license is effective until terminated by you or Autodesk. Your rights under this license will terminate automatically without notice from the Autodesk if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Product and destroy all copies, full or partial, of the Product. In addition to any legal remedies that Autodesk may have for your violation of the terms of this Agreement, Autodesk shall also have the right in its sole discretion to suspend or terminate your use of the Product.
10. General. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. You may not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise), without Autodesk’s prior written consent, which may be withheld in Autodesk's sole and absolute discretion. Any such purported assignment or delegation by you without Autodesk’s prior written consent will be null and void. This Agreement will be governed by and construed in accordance with the laws of the State of California (and, to the extent controlling, the federal laws of the United States, without reference to the conflicts-of-laws rules thereof). The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) this Agreement. This Agreement constitutes the entire agreement between Autodesk and you with respect to the Product and may not be modified except by a written instrument executed by you and an authorized representative of Autodesk.