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Autodesk Maintenance Plan Terms and Conditions

These terms and conditions are the Relationship Program Terms which govern each/all of Your Autodesk Maintenance Plan(s) (the “Maintenance Plan Agreement”). 

1. DEFINITIONS

The following terms shall have the meanings set forth below. For each of Your Maintenance Plans capitalized terms used and not otherwise defined in this Maintenance Plan Agreement shall have the meaning assigned to them in the applicable Autodesk License and Services Agreement governing Your use of a version of the Covered Software related to that Maintenance Plan.

“Autodesk”: Autodesk, Inc., a Delaware corporation, except that if, You acquire Your Maintenance Plan(s) in (a) a country in Europe, Africa or the Middle East, “Autodesk” means Autodesk Development Sàrl in relation to the Maintenance Plans you purchased in that/those countries or (b) a country in Asia, Oceania or the Asia-Pacific region, “Autodesk” means Autodesk Asia Pte Ltd in relation to the Maintenance Plans you purchased in that/those countries.

“Autodesk Account”: the website located at https://accounts.autodesk.com or other designated Autodesk location where You can access and reference Your account information and Benefits, or any successor or other websites or locations as may be designated by Autodesk for Maintenance Plans.

"Autodesk License and Services Agreement": The standard software license agreement or license and services agreement, as applicable, between You and Autodesk, Inc., Autodesk Development Sàrl or Autodesk Asia Pte Ltd. (as applicable) included with or a part of the download or install, or otherwise governing, a copy of a version of Autodesk software granting You a license to Install and Access that copy of Autodesk software.

“Benefits” or “Entitlements”: means, in relation to a Maintenance Plan for particular Covered Software, those Maintenance Plan benefits described on or accessible from, and made available to You through, Autodesk Account corresponding to the level or type of Maintenance Plan offering purchased by You for that Covered Software. Benefits may include (among other things) updates and upgrades, certain support, training and other services, web services and other ancillary software products. Benefits may vary for different Covered Software, levels or types of Maintenance Plan in different Territories.

“Contract Manager”: an individual designated by You who has the authority to accept on Your behalf, and to bind You to, these terms and conditions, and who will have the authority to designate Your Software Coordinators and Users on Autodesk Account, will receive Maintenance Plan renewal notices, and other communications related to Your Maintenance Plan, and, where the Contract Manager has not designated a Software Coordinator, will receive certain Benefit availability notices.  

“Covered Software”: means, in relation to a particular Maintenace Plan, the Autodesk software program for which You have purchased that Maintenance Plan as listed on Your order confirmations or License Identification, as applicable. Your Installation and Access of each copy of a version of Covered Software made available to You as a Benefit of that Maintenance Plan is subject to the terms and conditions of the applicable Autodesk License and Services Agreement (and referred to thereunder as Licensed Materials) included with or otherwise governing that version of the Covered Software.  Any supplemental software code (which may include modular additions or extensions to a version of Covered Software, hotfixes, executables, libraries, plug-ins, enhancements or other software functionality which supplements or enhances a version of Covered Software) which does not require separate Installation and cannot function independently of a version of Covered Software (to which that supplemental software code relates), provided to You or Your Users as a Benefit of Your Maintenance Plan is deemed to be part of that version of Covered Software (to which that supplemental software code relates), unless otherwise specified by Autodesk.

“Customer Information Form”: the form (whether written or electronic) which is either (1) completed by You and submitted to a reseller or to Autodesk, or (2) completed by a reseller on Your behalf using information provided by You to that reseller and submitted to Autodesk, in connection with Your order for a Maintenance Plan, and providing the information necessary to purchase that Maintenance Plan.

“Effective Date”: the date described in Section 5.1.

“Maintenance Plan”: means, in relation to particular Covered Software, the Relationship Program offered generally by Autodesk referred to as a “Maintenance Plan” under which Autodesk may provide (among other things) Benefits related to that Covered Software.  Different levels and/or types of Maintenance Plan offerings may be comprised of different types of Benefits based on the related Covered Software and Territory. Maintenance Plan Benefits may vary based on the related Covered Software and Territory.

“Maintenance Plan Fee”: the fee paid, or payable, by You for a Maintenance Plan.

“Software Coordinator”:  an individual designated on Autodesk Account by Your Contract Manager for particular Benefits.  The Software Coordinator will receive certain Benefit availability notices and will be responsible for receiving shipment of physical Benefits, if any, for the applicable group.

“Term”: means, in relation to the term of a particular Maintenance Plan, the time periods (initial and renewal) defined in Sections 3.2 and 5.1 relating to that Maintenance Plan.

“Territory”: means, in relation to a particular Maintenance Plan, (a) the country, countries or jurisdiction(s) specified in the License Identification, or (b) if there is no such License Identification, or no country or jurisdiction is specified in the License Identification, the country in which You acquire that Maintenance Plan.  If the License Identification specifies, or You acquire that Maintenance Plan in, a member country of the European Union or the European Free Trade Association, “Territory” means all the countries of the European Union and the European Free Trade Association.

“User”: for purposes of this Maintenance Plan Agreement, any of the following: (i) the Contract Manager or Software Coordinator designated by You as Your primary authorized representative for Your Maintenance Plan and who is responsible for, amongst other things, managing Your Maintenance Plan and managing access to Your Maintenance Plan account; or (ii) any individual Personnel added to Your Maintenance Plan account by Your Contract Manager or Software Coordinator or by Autodesk through its registration processes.  Autodesk has the right to restrict the number of Users who have access to all or any Benefits and who otherwise have access to Autodesk Account, and fees or other conditions may apply if You want to add Users beyond Autodesk guidelines.  You agree and acknowledge that all Users shall be bound by the terms and conditions of this Maintenance Plan Agreement. Autodesk reserves the right, but shall have no obligation, to verify that Users have been authorized by You and to restrict access to Benefits if, in Autodesk’s reasonable judgment, a User cannot be so verified.

“You”: the company or other legal entity or organization on behalf of which a Maintenance Plan is acquired, if that Maintenance Plan is acquired on behalf of such an entity (e.g., by an employee, independent contractor, or other authorized representative), or if there is no such entity, the individual who acquires a Maintenance Plan for the individual’s own account.  For clarification, “You” refers only to a single, specifically identified legal entity or organization or individual, and does not include any subsidiary or affiliate of any such legal entity or individual or any other related person.  

2.  MAINTENANCE PLAN BENEFITS

2.1 Benefits. 

2.1.1 During the Term, subject to Section 2.1.2 below You will be entitled to receive and Autodesk will provide You or Your Users with, the Benefits specified and made available by Autodesk for the level or type of Maintenance Plan You have purchased for the applicable Covered Software in the Territory. 

2.1.2 Benefits Terms. Certain Benefits may include rights in addition to or different from those set forth in this Maintenance Plan Agreement.  

2.1.2.1 Those Benefits are subject to the Autodesk terms applicable therefor (“Benefits Terms”), which Benefits Terms are set forth on or accessible from Autodesk Account. 

2.1.2.2 You agree that if You or Your Users request, accept, or make use of any Benefit, You will be bound, and You shall ensure that Your Users are bound, by the Benefits Terms applicable to that Benefit, as they may be modified from time to time by Autodesk by notice in writing provided in accordance with this Maintenance Plan Agreement or in accordance with the applicable Benefits Terms (and such terms, as so modified from time to time, are a part of and incorporated by reference into this Maintenance Plan Agreement).

2.1.2.3 You acknowledge that Autodesk may require a further acceptance of such Benefits Terms as a condition to using or accessing any particular Benefits.

2.1.2.4 You further acknowledge and agree that if You or Your Users do not accept and agree to be bound the Benefits Terms applicable to a particular Benefit, then You will not be entitled to receive, or to Install or Access that Benefit, even if Autodesk has made that Benefit available in Your Autodesk Account.

2.2 Autodesk reserves the right at its discretion to change any Benefits  or to add any Benefits to, or remove any Benefits, from any Maintenance Plan from time to time, without prior notification to You. AUTODESK DOES NOT GUARANTEE THAT IT WILL MAKE AVAILABLE, AND YOU ACKNOWLEDGE THAT YOU MAY NOT RECEIVE, ANY PARTICULAR BENEFIT DURING THE TERM OF YOUR MAINTENANCE PLAN(S).

2.3 You may not distribute, rent, loan, sell, sublicense or otherwise transfer or market any Benefits (including, but not limited to, rights to Covered Software made available to You as a Benefit) to, or share any Benefit with, any other person or entity without Autodesk’s prior written consent. Benefits may only be Installed and/or Accessed and/or otherwise used by Users, and may not be shared with any third party who is not a User. 

2.4 If  the Covered Software for which You have purchased a Maintenance Plan is licensed to You as a Network Version, Network License, Multi User Version or Multi User License, or other designation using the term “Network” or “Multi User” pursuant to the applicable Autodesk License and Services Agreement, then, unless otherwise agreed by Autodesk in writing, You must purchase a Maintenance Plan for each license incorporated in that Network Version, Network License., Multi User Version or Multi User License. 

2.5  Requirement of Consistent Maintenance Plan Offering for Covered Software.  Unless otherwise agreed by Autodesk, to be entitled to receive Maintenance Plan offering Benefits for particular Covered Software, all other active eligible licenses of that Covered Software product that You own also must be covered by the same level or type of Maintenance Plan.  For example, if You owned ten eligible licenses of Autodesk AutoCAD, to be entitled to receive the Benefits related to a particular Maintenance Plan offering for any of those AutoCAD licenses, all ten AutoCAD licenses must be covered by the same level or type of Maintenance Plan.  If Autodesk has not otherwise agreed and discovers that all of Your licenses of a particular eligible Covered Software product are not covered by the same level or type of Maintenance Plan, Autodesk may suspend delivery of Benefits until the inconsistent level or type of Maintenance Plan coverage is corrected.

2.6 You agree that Autodesk has the right to audit (electronic or otherwise) Your or Your Users’ Installation, use and/or Access of any Benefits including Access to machine IDs, serial numbers and related information. As part of any such audit, Autodesk or its authorized representative will have the additional right, on fifteen (15) days’ prior notice to You, to inspect Your records, systems and facilities, including machine IDs, serial numbers and related information, to verify that the Installation, use and/or Access of any and all Benefits is in conformance with this Maintenance Plan Agreement and any related Benefits Terms.  Additionally, within fifteen (15) days of such prior notice for audit, You will provide to Autodesk all records and information requested by Autodesk in order to verify  that the Installation, use and/or Access of any and all Benefits is in conformance with this Maintenance Plan Agreement and any related Benefits Terms. You will provide full cooperation to enable any such audit.  If Autodesk determines that Your or Your Users’ Installation, use of and/or Access to any Benefit is not in conformity with the Maintenance Plan Agreement and any related Benefits Terms, You will immediately take such steps as are necessary to bring Your or Your Users’ Installation, use and/or Access into compliance with this Maintenance Plan Agreement and applicable Benefits Terms, and pay the reasonable costs of the audit.  In addition to such payment rights, Autodesk reserves the right to seek any other remedies available at law or in equity, whether under this Maintenance Plan Agreement or otherwise.

3. PURCHASES; RENEWALS 

3.1  Purchases. When You purchase a Maintenance Plan, Autodesk will provide You with instructions on how to access information and Benefits related to that Maintenance Plan on Autodesk Account.

3.2  Renewals.  Prior to expiration of a Maintenance Plan, if made generally available for sale by Autodesk in Your Territory You may purchase a renewal of that Maintenance Plan for an additional term (“Renewal Term”) from a reseller or Autodesk. If You have elected an automatic renewal plan in relation to that Maintenance Plan, each auto renewal will be a Renewal Term. Unless otherwise agreed by Autodesk, if You do not purchase a renewal for that Maintenance Plan prior to expiration of the Term or if You cancel Your automatic renewal, that Maintenance Plan will automatically expire.   

4. DELIVERY

Benefits which comprise software shall at Autodesk’s discretion be (a) available for download at Autodesk Account, (b) shipped to You FCA (Incoterms 2014) Autodesk’s facilities to the address specified on Your Customer Information Form (or, if no Customer Information Form or address is provided, to any other address known or made available to Autodesk by You or on Your behalf), or (c) shipped to You via an Autodesk authorized third party.  Autodesk will notify You of availability of software Benefits and the delivery method, if applicable. If Autodesk ships to You, it will make commercially reasonable efforts to deliver within thirty (30) days of its notice or, as applicable, Your request for physical shipment, but shall not be liable for any losses or expenses incurred by You as a result of late delivery or a delivery to an incorrect address. Additional fees may be payable by You for physical shipments.

5.  TERM AND TERMINATION

5.1  Effective Date; Term. The Effective Date of a Maintenance Plan will be the date as determined by Autodesk in accordance with its Maintenance Plan policies for entering that Maintenance Plan into the Autodesk systems.  Renewal Terms of a Maintenance Plan shall commence on an anniversary of the Effective Date of that Maintenance Plan. Unless otherwise agreed by Autodesk, the initial term (“Initial Term”) of a Maintenance Plan will continue for one (1), two (2) or three (3) years from the Effective Date of that Maintenance Plan, depending on the length of term for which You qualify, select and purchase. Renewal Terms of a Maintenance Plan will continue for one (1), two (2) or three (3) years from the anniversary of the Effective Date of that Maintenance Plan immediately following the end of the Initial Term of that Maintenance Plan or the immediately preceding Renewal Term of that Maintenance Plan (as the case may be), depending on the length of Renewal Term which You select and purchase for that Maintenance Plan. Autodesk will endeavor to confirm Your purchase within 48 hours after the Effective Date or relevant anniversary of the Effective Date (as the case may be) of the applicable Maintenance Plan.

5.2  Termination.  Each of Autodesk or You may terminate this Maintenance Plan Agreement, if the other party is in breach of this Maintenance Plan Agreement and fails to cure such breach within ten (10) days after written notice of the breach.  In addition, Autodesk may terminate or suspend all/any of Your Maintenance Plan(s), and/or other Autodesk obligations or Your Benefits under this Maintenance Plan Agreement, if You fail to make a payment to Autodesk or a reseller or otherwise fail to comply with the provisions of this Maintenance Plan Agreement or other terms relating to any Maintenance Plan.  Autodesk may also terminate this Maintenance Plan Agreement if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors.  This Maintenance Plan Agreement will terminate automatically without further notice or action by Autodesk if You go into liquidation of if You attempt to transfer this Maintenance Plan Agreement or any Benefit without the prior written consent of Autodesk.  

5.3 Effect of Termination.  Upon termination or expiration of a Maintenance Plan, this Maintenance Plan Agreement and all rights and Benefit entitlements granted hereunder in relation to that Maintenance Plan will terminate, and You and Your Users must cease to receive, and You and Your Users must cease all use of, and/or access to, all Benefits related to that Maintenance Plan.  Autodesk reserves the right to require You to show satisfactory proof that all such Benefits have been uninstalled or otherwise are no longer in use or being accessed.

6. LIMITATION OF LIABILITY; NO WARRANTIES 

6.1  Limitation of Liability.  IN NO EVENT WILL AUTODESK BE LIABLE FOR FAILURE TO MANUFACTURE OR MAKE COMMERCIALLY AVAILABLE ANY BENEFITS DURING THE TERM OF ALL/ANY MAINTENANCE PLAN. IN NO EVENT SHALL AUTODESK BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN NO EVENT WILL AUTODESK HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE, REVENUE, OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY).  IN ADDITION, THE LIABILITY OF AUTODESK ARISING OUT OF OR RELATING TO THIS MAINTENANCE PLAN AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO AUTODESK OR THE RESELLER FOR THE MAINTENANCE PLAN IN CONNECTION WITH WHICH THE CLAIM ARISES.  THESE LIMITATIONS WILL APPLY EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT THE MAINTENANCE PLAN FEE IN RELATION TO A MAINTENANCE PLAN REFLECTS THIS ALLOCATION OF RISK WITH RESPECT TO THAT MAINTENANCE PLAN AND THAT THE LIMITATION SET FORTH IN THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES. These limitations shall be in addition to, and not in substitution for, the limitations of liability set out in any applicable Autodesk License and Services Agreement or any Benefits Terms.  

6.2  No Warranties.  SAVE AS SET OUT IN ANY APPLICABLE AUTODESK LICENSE AND SERVICES AGREEMENT OR APPLICABLE BENEFITS TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW AUTODESK MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND CONCERNING ALL/ANY MAINTENANCE PLAN(S) OR ANY BENEFIT, EITHER EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY.

7. GENERAL

7.1  Governing Law and Jurisdiction.  This Maintenance Plan Agreement, as it applies to a particular Maintenance Plan, will be governed by and construed in accordance with the laws of (a) Switzerland if You acquired that Maintenance Plan in a country in Europe, Africa or the Middle East, (b) Singapore if You acquired that Maintenance Plan in a country in Asia, Oceania or the Asia-Pacific region, or (c) the State of California (and, to the extent controlling, the federal laws of the United States) if You acquired that Maintenance Plan in a country in the Americas (including the Caribbean) or any other country not specified in this Section 7.1 (Governing Law and Jurisdiction).  The laws of such jurisdictions shall govern without reference to the conflicts-of-laws rules thereof.  The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) this Maintenance Plan Agreement.  In addition, each party agrees that any claim, action or dispute arising under or relating to this Maintenance Plan Agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the Superior Court of the State of California, County of Marin, or the United States District Court for the Northern District of California in San Francisco, except that if You have acquired a Maintenance Plan in (a) a country in Europe, Africa or the Middle East, any such claim or dispute in relation to that Maintenance Plan will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the courts of Switzerland, or (b) a country in Asia, Oceania or the Asia-Pacific region, any such claim or dispute in relation to that Maintenance Plan will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the courts of Singapore.  Nothing in the foregoing will prevent Autodesk from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur. 

7.2  Force Majeure. Autodesk will not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond Autodesk’s reasonable control.

7.3  Assignment; Waiver; Subcontractors.  You may not assign this Maintenance Plan Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) without Autodesk's prior written consent, which may be withheld in Autodesk's sole and absolute discretion, and any purported assignment by You will be void.  In the context of any bankruptcy or similar proceeding, this Maintenance Plan Agreement is and will be treated as an executory contract of the type described by Section 365(c)(1) of Title 11 of the United States Code and may not be assigned without Autodesk's prior written consent, which may be withheld in Autodesk's sole and absolute discretion.  You acknowledge and agree that Autodesk may assign or sub-contract any of its rights or obligations under this Maintenance Plan Agreement, including, without limitation, delivering Benefits, provided that Autodesk will remain subject to the obligations of Autodesk under this Maintenance Plan Agreement.  You also agree that Autodesk’s subcontractors may enforce (including taking actions for breach of) this Maintenance Plan Agreement.  No term or provision of this Maintenance Plan 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.

7.4  United States Export Controls.  You acknowledge that all Benefits are subject to the export control laws and regulations of the United States (“U.S.”) and You will abide by those laws and regulations.  Under U.S. export control laws and regulations, those Benefits may not be downloaded, accessed, received 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 neither You nor Your personnel or Users (a) are located in, or a resident or a national of, a restricted country; (b) are on any of the U.S. government lists of restricted end users; and (c) will, unless otherwise authorized under U.S. export control regulations, not use any Benefits 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.  You understand that the requirements and restrictions of U.S. law as applicable to You may vary depending on the Benefits received and may change over time, and that, to determine the precise controls applicable to the Benefits, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control Regulations.

7.5  Entire Agreement; Severability. This Maintenance Plan Agreement and any other terms referenced in this Maintenance Plan Agreement (such as any Autodesk License and Services Agreement and Benefits Terms) constitute the entire agreement between the parties (and merge and supersede any prior or contemporaneous agreements, discussions, communications, representations, warranties, advertising or understandings) with respect to the subject matter hereof. The parties acknowledge that, in entering into this Maintenance Plan Agreement, they are not relying on any agreements, discussions, communications, representations, warranties, advertising or understandings other than as expressly set forth in this Maintenance Plan Agreement.  You acknowledge and agree that Autodesk may add to or change the terms of this Maintenance Plan Agreement or the Benefits Terms from time to time, provided that Autodesk will provide written notice of the additions or changes before the additions or changes are effective as to You. Terms stipulated by You in any communication by You which purport to vary this Maintenance Plan Agreement or any Benefits Terms or such other terms will be void and of no effect unless agreed in a writing signed by an authorized representative of Autodesk.  Any other modifications to this Maintenance Plan Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of Autodesk. If a court of competent jurisdiction determines in a final non-appealable judgment that any provision of these terms and conditions is unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of these terms and conditions will remain in full force and effect.

7.6  Notices. Notices from Autodesk shall be in writing and may be sent by electronic mail or posted to Autodesk Account or Your Autodesk account or any other method that Autodesk reasonably determines will provide appropriate notice. You may not opt out of receiving such notices. Notices from You shall be in writing and may be sent by electronic mail to contractual.notification@autodesk.com. Notices from Autodesk to You shall be effective (i) in the case of notices by email when sent to the email address set out on Your Customer Information Form (or, if no Customer Information Form or email address is provided, to any other address known or made available to Autodesk by You or on Your behalf) or (ii) in the case of postings to Autodesk Account or Your Autodesk account or other methods deemed reasonable by Autodesk, ten (10) Business Days after such notices are posted to Autodesk Account or Your Autodesk account or sent in the manner reasonably determined by Autodesk. Notices from You to Autodesk shall be effective when received by Autodesk.

7.7 Privacy and Use of Information.  You acknowledge and agree that You (and third parties acting on Your behalf) and Your Users may provide, and Autodesk and its resellers (and third parties acting on behalf of Autodesk and its resellers) may obtain, certain information and data with respect to You and Your Users (including, without limitation, personal information) and Your business in connection with this Maintenance Plan Agreement, including, without limitation, information and data provided to or obtained by Autodesk and its resellers (or third parties acting on behalf of Autodesk and its resellers) through the Customer Information Form and otherwise, in connection with ordering, registration, activation, updating, validating entitlement to, auditing, monitoring Installation of and Access to Benefits and managing the relationship with You.  You (on behalf of Yourself and Your Users) hereby consent to Autodesk maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any) in conformity with Autodesk’s policies on privacy and data protection, as such policies may be updated from time to time, including without limitation Autodesk’s Privacy Statement, as currently located at http://autodesk.com/privacy. Without limitation to the generality of the foregoing, You (on behalf of Yourself and Your Users) acknowledge and agree that: (a) Autodesk may from time to time prompt You (and third parties acting on Your behalf) and Your Users to provide express agreement to the terms of Autodesk’s Privacy Statement and/or express agreement to specific uses of information and data (including, without limitation, personal information); (b) Autodesk may provide information and data, including, without limitation, information and data about Your or Your Users’ use of all/any Benefits, to resellers, Autodesk affiliates and other third parties in connection with the provision, maintenance, administration or usage of Benefits or in connection with enforcement of any agreements relating to any Benefit; and (c) Autodesk may make cross-border transfers of such information and data, including to jurisdictions with privacy or data protection laws that are less protective of Your or Your Users’ information and data than the jurisdiction in which You or Your Users are resident or domiciled.  You acknowledge and agree that such policies may be changed from time to time by Autodesk and that, effective upon posting on Autodesk’s website or other written notice from Autodesk, You and Your Users will be subject to such changes.

7.8  Survival. Sections 2.6, 6 and 7 of these terms and conditions shall survive termination of all or any of Your Maintenance Plan(s).

7.9  Revised Terms and Conditions. Autodesk may revise this Maintenance Plan Agreement and/or any Benefits Terms at any time and will notify You of any such revision.  Notification may occur via email, be posted on Autodesk Account or may occur in any other manner deemed reasonable by Autodesk.  If You do not accept said revisions, You must notify Autodesk in writing (in accordance with Section 7.6) within thirty (30) days of the date of Autodesk’s notification to You.  If You do so notify Autodesk, each of Your existing Maintenance Plan(s) and related Benefits will continue to be governed by the last Maintenance Plan Agreement and associated Benefits Terms that You accepted (including any deemed acceptances) until the end of the then current Term applicable to that Maintenance Plan (if You have paid all applicable fees for the entire Term applicable to that Maintenance Plan), and at the end of such Term, that Maintenance Plan shall expire and if You have not paid all applicable fees for the entire Term applicable to that Maintenance Plan then that Maintenance Plan will end at the end of the year or period for which You have paid the applicable fees.  If You do not so notify Autodesk, or if You place new orders for or renew all/any of Your Maintenance Plan(s) or continue to pay Your annual or other Maintenance Plan Fees (if applicable) applicable to all/any Maintenance Plan(s), You will be deemed to have accepted such revisions for all Your Maintenance Plans. Notwithstanding the foregoing, in the event Autodesk revises this Maintenance Plan Agreement You will not be entitled to any additional benefits or services offered thereunder absent the payment to Autodesk or resellers of the appropriate fee related to said revision, if any.

7.10.  Language. The English language version of this Maintenance Plan Agreement is legally binding in case of any inconsistencies between the English version and any translations.  If You purchased Your Maintenance Plan in Canada, You agree to the following: The parties hereto confirm that it is their wish that this Maintenance Plan Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient rédigés en langue anglaise.