AUTODESK SOFTWARE LICENSE AGREEMENT
English Language Worldwide
 
IMPORTANT, PLEASE READ THIS FIRST. THIS IS A LICENSE AGREEMENT. 

Autodesk is willing to license the accompanying software to you only upon the condition that you accept all of the terms contained in this license agreement and any supplementary or unique license terms included herewith (“Agreement”).  

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE SELECTING THE “I ACCEPT” BUTTON AT THE BOTTOM OF THE PAGE. Please use the scroll bar on the right to read the rest of this agreement. YOU MAY PRINT THIS AGREEMENT BY SELECTING “PRINT” BELOW.  BY SELECTING THE “I ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS OF THE AGREEMENT AND THE SOFTWARE WILL BE INSTALLED. 

IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT AND you do not agree to All OF ITS terms and Conditions, SELECT “I reject” - which will CANCEL THE LOADING OF THE SOFTWARE -- AND, WITHIN thirty (30) DAYS FROM PURCHASE, RETURN thIs SOFTWARE TO THE LOCATION WHERE YOU ACQUIRED IT for a full refund, IN ACCORDANCE WITH THE RELEVANT RETURN POLICY.  
YOUR USE OF THE SOFTWARE ALSO INDICATES YOUR ASSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
COPYING OR USE OF THIS SOFTWARE OR ITS DOCUMENTATION EXCEPT AS PERMITTED BY THIS AGREEMENT IS UNAUTHORIZED AND IS COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY. IF YOU COPY OR USE THIS SOFTWARE OR ITS DOCUMENTATION WITHOUT PERMISSION OF AUTODESK, YOU ARE VIOLATING THE LAW. YOU MAY BE LIABLE TO AUTODESK FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
NOTE:	IF THIS COPY OF THE SOFTWARE IS DESIGNATED 15-DAY EVALUATION COPY, THE FOLLOWING TWO PARAGRAPHS ALSO APPLY TO YOU:
THIS SOFTWARE IS MADE AVAILABLE FOR A 15-DAY EVALUATION PERIOD ONLY.  TO EXTEND YOUR USE OF THE SOFTWARE, YOU MUST CONTACT AUTODESK OR AN AUTODESK AUTHORIZED RESELLER TO REMIT THE PURCHASE PRICE AND RECEIVE YOUR AUTHORIZATION CODE  OR NEW PAID-IN-FULL COPY ENTITLING YOU TO THE COMMERCIAL LICENSE RIGHTS GRANTED BELOW.

DURING THE EVALUATION PERIOD, YOU MAY USE ONE COPY OF THE SOFTWARE ONLY TO EVALUATE IT.  USE DURING THE EVALUATION PERIOD FOR ANY OTHER PURPOSE, INCLUDING COMPETITIVE ANALYSIS, IS STRICTLY PROHIBITED. UPON YOUR PURCHASE OF A LICENSE FOR THIS SOFTWARE, USE OF THE SOFTWARE SHALL NO LONGER BE SUBJECT TO THE FOREGOING RESTRICTION.

NOTE:	IF THIS COPY OF THE SOFTWARE IS DESIGNATED AS A FIXED-TERM LICENSE, A LIMITED DURATION LICENSE OR A RENTAL LICENSE, THE FOLLOWING PARAGRAPH ALSO APPLIES TO YOU:

THIS SOFTWARE IS MADE AVAILABLE FOR THE FIXED-TERM FOR WHICH YOU HAVE PAID AND WILL CEASE TO OPERATE ON THE EXPIRATION OF THAT FIXED-TERM.  USE OF THIS SOFTWARE AFTER THE EXPIRATION OF THE FIXED-TERM, OR ANY ATTEMPT TO DEFEAT THE DISABLING FUNCTION, WILL BE IN VIOLATION OF THIS AGREEMENT AND MAY CONSTITUTE COPYRIGHT INFRINGEMENT.

1.	Grant of License.  

Autodesk, Inc. (“Autodesk”) grants you a nonexclusive, nontransferable license to use this program (the “Software”) and its manual and other accompanying material (“Documentation”) with equipment owned by you or under your control, according to the terms and conditions of this Agreement. This Agreement permits a single user to install and use the Software on only one computer at one location at any one time.

Network Version:  If this Software is a Network Version, you may use it only over an internal [local] area network environment with the Autodesk License Manager tool, and you may install and operate the Software on a single server computer in a single location which may be accessed by other computers, or on an individual computer, as a multiple-user installation with either: 

(i)	the maximum number of concurrent users being one (1), so that multiple individuals may access or use the Software, but that only one person at a time may do so, or 

(ii)	the maximum number of concurrent users being more than one (1), in which case you must purchase single seat licenses for each additional concurrent user. 

Use of software or any device that reduces the number of computers/devices which access the Software when used in a Server configuration may affect the performance of the Software and does not reduce the number of single seat licenses required.
Educational Version:  If this Software is an Educational Version, you may use it only for the purpose of training and instruction, and for no other purpose.  Educational Versions of the Software may not be used for commercial, professional, or for-profit purposes.
Evaluation Version:  If this Software is identified as a demonstration, evaluation, or NFR version, you may use it only for the purpose of commercial evaluation and demonstration. You may not use it for commercial, professional, or for-profit purposes.

Backup Copy:  Regardless of which version of the Software you have acquired,  you may make one archival (backup) copy of the Software.  Such archival copy may not be installed on another computer, unless such computer is a partitioned drive of a server to which only the authorized user has access.  In any event, the archival copy may not be used or installed as long as another copy of the Software is installed on any computer.  If the Documentation is in printed form, it may not be copied.  If the Documentation is in electronic form, it may not be duplicated electronically, however, you may print out one (1) copy, which may not be copied.
Additional Installation:  Except with Educational, Student and Evaluation Versions, you may make a second copy of the Software on the hard disk of a second computer owned by you or under your contract provided that (1) the original and second copies are used only by the same person; (2) the second copy is installed and used only on a notebook computer, home computer, or other non-server computer away from your usual work location for the purpose of enabling you to perform work while away from your usual work location; (3) only one of the Software copies is in use at any one time; (4) the second copy of the Software is used exclusively with the copy protection device (if any) supplied with the Software, and (5) the Software is not licensed and/or labeled as an Educational Version or Student Version.
Upgrades:  If this Software is labeled as an upgrade (“New Version”) to software previously licensed to you (“Previous Version”), you must destroy all copies of the Previous Version, including any copies resident on your hard disk drive, and return the hardware lock, if any, which accompanied the software previously licensed to you (unless Autodesk explicitly notifies you that the hardware lock is to be used with the upgrade), within sixty (60) days of acquiring the New Version.  Autodesk reserves the right to require you to show satisfactory proof that the Previous Version has been destroyed. If the hardware lock is not returned within the stipulated period, Autodesk reserves the right, without limitation, to charge you, and you shall pay the difference in price between the New Version price and the suggested retail price of the Software. Software patches, if any, provided to you by Autodesk or an authorized third-party in connection with the Software licensed to you hereunder shall be subject to the terms and conditions of this Agreement unless otherwise specified at the time of delivery.
Notwithstanding the foregoing, you may retain and need not destroy the Previous Version and may use the Previous Version solely if necessary for the purposes of (1) installing the New Version hereby licensed and (2) for archival (backup) purposes in order to reinstall the New Version hereby licensed if the initial installation fails.  Under no circumstances may you operate the Previous Version.
Authorization Code: If this Software requires an authorization code, you must register your purchase of this Software with Autodesk before an authorization code shall be issued to you, and Autodesk shall maintain your registration details.

License Term:  Subject to the terms and conditions of this Agreement, the license to use the Software is perpetual, unless the Software is designated as a fixed-term license, a limited duration license or a rental license, and in such case the term of the license shall be the term for which you have paid.

FOR STUDENT VERSIONS ONLY (TWO-YEAR USE):

1.	Grant of License.

Autodesk, Inc. (“Autodesk”) grants you a nonexclusive, nontransferable license to use this program (the “Software”) and its manual and other accompanying material (“Documentation”) with equipment owned by you or under your control, according to the terms and conditions of this Agreement for two (2) years from the date on which you install the Software. This Agreement permits a single user to install and use the Software on only one computer at one location at any one time. Use of this Software beyond the two-year period referred to above, or any attempt to defeat the time-control disabling function in the Software is an unauthorized use and shall constitute a violation of this Agreement and copyright laws.

This Software is a Student version of the Software and it may be used only by the degree-seeking student or, faculty or staff member of the institutions referred to below, who acquired it AND only for study and instruction and not for commercial, professional, or for-profit purposes.  Student versions of the Software may not be used or purchased by an educational institution. A degree-seeking student is defined as a student currently enrolled either on a full or half-time basis in a college or university recognized or accredited by the Ministry/Department of Education, for at least one higher-education course concerning the design, technology, or engineering disciplines. 

Backup Copy: You may make only one archival (backup) copy of the Software. Such archival copy may not be installed on another computer, unless such computer is a partitioned drive of a server to which only the authorized user has access. In any event, the archival copy may not be used or installed as long as another copy of the Software is installed on any computer.  If the Documentation is in printed form, it may not be copied.  If the Documentation is in electronic form, you may print out one (1) copy, which may not be copied.
Upgrades: This Software is not upgradable.
Authorization Code: If this Software requires an authorization code, you must register your purchase of this Software product with Autodesk before an authorization code shall be issued to you, and Autodesk shall maintain your registration details.

NOTE:	ALL REMAINING PROVISIONS OF THIS AGREEMENT APPLY TO ALL VERSIONS OF THIS SOFTWARE.

2.	RESTRICTIONS.

You May Not:

1.	copy or use the Software or Documentation except as permitted by this Agreement.

2.	reverse engineer, decompile, or disassemble the Software except to the extent permitted by law where this is indispensable to obtain the information necessary to achieve interoperability of an independently created program with the Software or with another program and such information is not readily available from Autodesk or elsewhere. You may not decompile the Software if such information is available by licensing any Autodesk Software Developer's Kit. 

3.	distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or part of the Software, Documentation or any rights granted hereunder to any other person without the prior written consent of Autodesk.

4.	install or use the Software on the Internet or over a wide area network, including, without limitation, use in connection with a Web hosting or similar service.

5.	remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation.

6.	modify, translate, adapt, arrange, or create derivative works based on the Software or Documentation for any purpose. 

7.	utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by Autodesk in connection with the Software, or use the Software together with any hardware lock, authorization code, serial number, or other copy protection device not supplied by Autodesk directly or through an Authorized Autodesk Reseller. 

8.	export the Software or Documentation in violation of U.S. or other applicable export control laws.

9.	use the Software or Documentation outside of the country of purchase, unless the Software and Documentation were purchased in the European Union (“E.U.”), in which case use throughout the E.U. is permitted. 

3.	COPYRIGHT.

Title and copyrights to the Software, Documentation and accompanying materials, if any,  and any copies made by you remain with Autodesk and its licensors. The structure, organization, and code of the Software are valuable trade secrets of Autodesk and its licensors.  Unauthorized copying of the Software or Documentation, or failure to comply with the above restrictions, will result in automatic termination of this Agreement. This Agreement does not grant you any intellectual property rights.
4.	GENERAL LIMITED WARRANTY. 
Autodesk warrants that the Software will provide the facilities and functions generally described in the Documentation and that the media on which the Software is furnished, if any, the Documentation accompanying the Software, and any hardware lock or other copy protection device accompanying the Software will be free from defects in materials and workmanship under normal use. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, AUTODESK MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH YOU, AND AUTODESK SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AUTODESK DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. The above exclusions may not apply to you as some jurisdictions do not allow the exclusion of implied warranties.  In addition to the above warranty rights, you may also have other rights, which vary from jurisdiction to jurisdiction.
Autodesk's entire liability and your exclusive remedy under the warranties made in this Agreement will be, at Autodesk's option, to attempt to correct or work around errors, to replace the defective media, if any;  Documentation or copy protection devices; or to refund the purchase price and terminate this license. This remedy is subject to the return of the defective media, documentation, or copy protection device with a copy of your receipt to your local Autodesk office or the Authorized Autodesk Reseller from whom it was obtained within ninety (90) days from the date of its delivery to you. Following expiration of this ninety (90)-day period, Autodesk will replace any defective or damaged copy protection device in return for payment of an amount that covers the cost of a replacement device plus a fee for handling and shipment.
5.	DISCLAIMER.

COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR YOUR PROFESSIONAL JUDGMENT. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE INTENDED TO ASSIST WITH PRODUCT DESIGN AND ARE NOT SUBSTITUTES FOR INDEPENDENT TESTING OF PRODUCT STRESS, SAFETY AND UTILITY. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SOFTWARE, THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. AUTODESK SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF THE SOFTWARE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SOFTWARE AND THE SELECTION OF THE SOFTWARE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS. PERSONS USING THE SOFTWARE ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE SOFTWARE. 
6.	LIMITATION OF LIABILITY.
IN NO EVENT WILL AUTODESK BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF AUTODESK OR ANY AUTODESK RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK.

Autodesk shall have no responsibility or liability whatsoever arising from loss or theft of the Software or of any copy protection device with which the Software is supplied. specifically, autodesk shall not be obligated to replace any lost or stolen software or copy protection device. You are solely responsible for safeguarding the Software and any copy protection device from loss or theft and protecting your investment through insurance or otherwise. 

THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. 

7.	RESTRICTED RIGHTS FOR U.S. GOVERNMENT CUSTOMERS.

The Software and Documentation is provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the United States Government or any agency, department, or instrumentality thereof is subject to the restrictions set forth in the Commercial Computer Software -- Restricted Rights clause at FAR 52.227-19 or the Commercial Computer Software -- Licensing clause at NASA FAR Supplement 1852.227-86. Manufacturer is Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903.

8.	GENERAL. 

A.	This Agreement and the license granted hereby shall terminate without further notice or action by Autodesk if you, the licensee, become bankrupt, make an arrangement with your creditors or go into liquidation. 

B.	This Agreement shall not be governed by the UN Convention on Contracts for the Sale of Goods. This Agreement shall be governed by the laws of the State of California, U.S.A., including its Uniform Commercial Code without reference to conflict-of-laws principles.  This Agreement is the entire agreement between us and supersedes any other communications or advertising with respect to the Software and Documentation. 

C.	If any provision of this Agreement is found to be invalid or otherwise unenforceable, the further conditions of this Agreement will remain fully effective and the parties will be bound by obligations which approximate, as closely as possible, the effect of the provision found invalid or unenforceable, without being themselves invalid or unenforceable.