This chapter describes the Heidi license agreement that must be accepted in order to register and download the Heidi Developer Toolkit.

License Agreement for the Heidi Developer Toolkit.

The Heidi License Agreement is accessed from the Heidi web page and must be accepted in order to register and download the free software development kit. Only Autodesk Developer Network (ADN) members may license the Heidi Developer Toolkit for commercial use. However, you are free to register and download the Heidi Developer Toolkit through the web page for non-commercial development purposes.  After you visit the Heidi web page for specific details, if you would like to license the Heidi Developer Toolkit for commercial purposes, go to the ADN web site for additional licensing information.

LICENSE AGREEMENT
FOR
HEIDI DEVELOPER TOOLKIT.

NOTICE TO USER: THIS LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND AUTODESK, INC. FOR THE HEIDI DEVELOPER TOOLKIT WHICH INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION ("LICENSED SOFTWARE").  BY INSTALLING THE LICENSED SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE LICENSED SOFTWARE

1.0 LICENSE GRANT

1.1 Autodesk grants to you ("Licensee") a nontransferable, nonexclusive, royalty-free, limited license to (i) use the Licensed Software for development, research, internal, or educational purposes; (ii) modify the Licensed Software to create derivative works, including ports; and (iii) compile the Licensed Software and derivative works prepared in accordance with subsection (ii). Licensee acquires no right, title, or interest in or to the Licensed Software, and Licensee shall have no right to distribute the Licensed Software, i.e., the Source Code.  The Licensed Software and any part of the Licensed Software may not be incorporated into a commercial product or distributed to any third party.. Autodesk owns all modifications, enhancements and bug fixes made to the Licensed Software by or for Licensee; provided that Licensee shall retain all rights to any independently developed software, such as applications, developed by or for Licensee.

1.2 Autodesk is under no obligation to provide maintenance, support, or upgrades for the Licensed Software.

2.0 COPYRIGHTS AND TRADEMARKS
Licensee shall reproduce and apply any copyright or other proprietary rights notices included on or embedded in the Licensed Software to any copies of the Licensed Software or to applications created using the Licensed Software, in any form. Licensee shall have no right to use any Autodesk trademarks, trade names or trade dress absent a separate written agreement between Autodesk and Licensee. Licensee hereby understands and agrees that Autodesk is not granting any rights to Autodesk patents, copyrights, trademarks or trade secret information to Licensee by this Agreement.

3.0 FEES
Use of the Licensed Software in accordance with the terms of this Agreement shall not require payment of a license fee.

4.0 TERM AND TERMINATION

4.1 This Agreement shall continue until it is terminated by Autodesk. Autodesk can terminate for its own convenience upon thirty (30) days written or electronic notice to Licensee.  The term "electronic notice" includes, but is not limited to notice provided to Licensee by electronic mail.
4.2 Autodesk may immediately terminate this Agreement upon written notice to Licensee, at Autodesk's option, if Licensee fails to comply with any of the terms or conditions of this Agreement. Upon termination of this Agreement, use of all Licensed Software by Licensee shall be immediately discontinued, the license and rights granted hereunder shall expire, and Licensee shall immediately destroy or return to Autodesk all materials or copies of materials.
4.3 Unless permitted by Autodesk in a separate signed writing, use of the Licensed Software for commercial purpose of distribution to third parties is a breach of this Agreement and all rights of Licensee are immediately terminated.

5.0 DISCLAIMER OF WARRANTY

5.1 The Licensed Software is provided "AS IS" and without any warranty of any kind.

5.2 AUTODESK DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

6.0 LIMITATION OF LIABILITY

6.1 IN NO EVENT WILL AUTODESK BE LIABLE FOR ANY LOST REVENUES, DATA, OR PROFITS, OR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. AUTODESK'S MAXIMUM LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE FEES, IF ANY, REQUIRED UNDER SECTION 3.0 FOR THE PARTICULAR LICENSED SOFTWARE WHICH CAUSED THE DAMAGES.

6.2 The Licensed Software is not fault-tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Licensed Software or derived binaries could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Autodesk specifically disclaims any express or implied warranty of fitness for High Risk Activities. Licensee will not knowingly use, distribute, or resell the Licensed Software or derived binaries for High Risk Activities and will ensure that its customers and end-users of Licensee's products are provided with a copy of the notice specified in the first sentence of this Section 6.2.

7.0 CONFIDENTIAL INFORMATION
The Licensed Software is the confidential and proprietary information of Autodesk, Inc. ("Confidential Information"). Licensee shall not disclose Confidential Information and shall use it only for purposes specifically contemplated by this Agreement. This  Agreement will not affect any other confidential disclosure agreement between the parties.

8.0 WARRANTY BY LICENSEE
Licensee warrants that all information provided to Autodesk about the Licensee, including but not limited to, name and address of Licensee, is true and accurate.

9.0 EXPORT
Licensee shall not export, re-export, or transfer, whether directly or indirectly, the Licensed Software or binary derivative or direct products thereof, to any person or company who is a legal resident or is controlled by a legal resident of any proscribed country listed in the U.S. Export Administration Regulations (or any equivalent thereof ) unless properly authorized by the U.S. Government.

10.0 U.S. GOVERNMENT RESTRICTED RIGHTS.
This Licensed Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software Clause as DFARS 252.227-7013 and FAR 52.227-19 as applicable. Manufacturer is Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903.

11.0 GOVERNING LAW
Any action related to this Agreement will be governed by California law, excluding choice of law rules.

AUTODESK, INC.