PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS BEFORE INSTALLING OR ACCESSING THE SOFTWARE.
BY CLICKING THE ''I ACCEPT'' BUTTON AT THE BOTTOM OF THESE TERMS AND CONDITIONS AND PROCEEDING TO USE THE SOFTWARE, YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (''AGREEMENT''). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, ALL REFERENCES TO ''YOU'' OR ''YOUR'' OR “CUSTOMER” IN THIS AGREEMENT SHALL MEAN COLLECTIVELY THE ORGANIZATION AND THE END USER OF THE SOFTWARE. IN SUCH INSTANCE, BY CLICKING THE [I ACCEPT] BUTTON YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, AND THAT THE ORGANIZATION AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT ACCESS OR INSTALL THE SOFTWARE AND CLICK THE [I DO NOT ACCEPT] BUTTON TO TERMINATE THE INSTALLATION. IF YOU CLICK THE [I DO NOT ACCEPT] BUTTON, THEN YOU WILL BE ENTITLED TO A FULL REFUND OF THE LICENSE FEES, IF ANY, THAT YOU MIGHT HAVE PAID FOR THE SOFTWARE, PROVIDED THAT (I) YOU RETURN TO US OR DESTROY ALL COPIES OF THE SOFTWARE, (II) YOU MAKE SUCH REFUND REQUEST BEFORE YOUR INSTALLATION AND FIRST USE OF THE SOFTWARE, AND (III) AUTODESK RECEIVES SUCH REQUEST NO LATER THAN THIRTY (30) DAYS AFTER THE DATE THE ORDER FORM IS SIGNED.
AUTODESK SUBCONTRACTOR
END USER LICENSE AGREEMENT
Revised August 2006
AUTODESK IS WILLING TO LICENSE THE ACCOMPANYING SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (''AGREEMENT''). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, ALL REFERENCES TO ''YOU'' OR ''YOUR'' OR “CUSTOMER” IN THIS AGREEMENT SHALL MEAN, COLLECTIVELY, THE ORGANIZATION AND THE END USER OF THE SOFTWARE. IN SUCH INSTANCE, BY USING THE SOFTWARE YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, AND THAT THE ORGANIZATION AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT ACCESS OR INSTALL THE SOFTWARE.
1. GRANT OF LICENSE.
By clicking on the ''I ACCEPT'' button at the bottom of the page, Autodesk grants You, and You accept, a non-exclusive, perpetual (unless otherwise provided) license to use for your internal business the software and the documentation (the ''Licensed Products'') for the number of users set forth on the related Autodesk Collaboration Solutions Order Form (the ''Order Form''), under the terms and conditions set forth herein and subject to full payment of all amounts owed for the license to the Licensed Products, so long as You do not: (i) rent, lease, lend, assign, sublicense, transfer, or otherwise make available, the Licensed Products or any rights under this Agreement to any third party except as expressly permitted by this Agreement; (ii) remove or obscure Autodesk’s or Autodesk’s suppliers’ proprietary rights’ notices; (iii) alter, decompile, reverse engineer or disassemble the Licensed Products or any part thereof; (iv) use or permit the Licensed Products to be used, as part of a service bureau, time-sharing or otherwise for the benefit of any third party, and (v) do not otherwise breach the terms and conditions set forth in this Agreement. You may make a reasonable number of archival, back-up copies of the Licensed Products designated for use on a server. You may make as many copies of the client portion of the Licensed Products on a reasonable number of PCs to access the server software, so long as the number of simultaneous users does not exceed the number of authorized users set forth in the Order Form. The rights and license granted to You in this section are subject to Your timely payment of the fees set forth in the Order Form. The Order Form may be amended from time to time in writing, upon the mutual agreement of Autodesk and Customer, by electronic or any other means to add additional services and to adjust the fees set forth in the Order Form (''Fees'') and other amounts due accordingly
2. OWNERSHIP AND PROPRIETARY RIGHTS.You acknowledge and agree that the Licensed Products and all documentation, including without limitation any updates, changes, alternates or modifications to the Licensed Products (''Updates''), all intellectual property rights related to the Licensed Products and Updates, and other information related thereto or disclosed or delivered to You in relation to this Agreement are owned by Autodesk and represent Autodesk’s confidential and proprietary information (''Autodesk’s Information''). You agree to keep Autodesk’s Information confidential by exercising the necessary care required to prevent its disclosure. Notwithstanding the above, you will not disclose, divulge, distribute, publish, transmit or transfer Autodesk’s Information to any third party or use Autodesk’s Information for any purpose whatsoever other than as expressly authorized by this Agreement. Your obligations with respect to Autodesk’s Information deemed ''trade secret'' under applicable law shall remain in effect for as long as Autodesk’s Information remains a trade secret. You will retain all right, title and interest in and to all material, data and content supplied to Autodesk or provided by You for use with the Licensed Products (including any changes, alterations or modifications to such materials, data and content), whether in printed or electronic form, or in any other form.
3. SUPPORT.
Support Services are provided without an additional charge during the Initial Term. After the Initial Term, You shall receive Support Services so long as You pay the annual Support fees. Annual Support includes any upgrades which may be commercially released by Autodesk for the Software during the period You are current on Support. A reinstatement fee shall be charged for lapsed Support. . Support Services are provided pursuant to the Customer Support Schedule that is posted online at the Autodesk Collaboration Solutions Web page (http://usa.autodesk.com/adsk/servlet/index?id=5972611&siteID=123112) or any successor or replacement site designated by Autodesk, in its sole discretion.
4. TERM.
The initial term of this Agreement will be for a period of twelve (12) months from the date the Order Form is executed by You (“Initial Term''). Autodesk shall notify You in writing by electronic or any other means within a reasonable time before the expiration of the Initial Term or any Renewal Term and you shall in writing renew or terminate such support services within ten (10) days after receipt of such notice by electronic or any other means; provided, however, that, if Autodesk does not receive notice of renewal or termination within such ten-day period, You will be deemed to have terminated such support services at the end of the then-current Renewal Term. Payment in full of the annual support fees for the Renewal Term will be deemed an agreement by you to renew the support services. The fees payable during any Renewal Term will be Autodesk’s then-current fees.
5. WARRANTIES.
Autodesk warrants, as of the date on which the Software is delivered by Autodesk and for a period of ninety (90) days thereafter, the Software will provide the features and functions generally described in the Documentation and that the media on which the Software is furnished, if any, the Documentation 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.
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 to refund the purchase price and terminate this Agreement. This remedy is subject to the return of the defective media, or Documentation 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.
6. LIMITATION OF LIABILITY.
IN NO EVENT WILL AUTODESK OR ANY OF ITS LICENSORS 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. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF AUTODESK OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OT OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT EXCEED THE LESSER OR EITHER (I) THE AMOUNT OF FEES PAID BY LICENSEE TO AUTODESK UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE ORIGINAL CLAIM, OR (II) $10,000. 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/CODE WITH WHICH THE SOFTWARE IS SUPPLIED. SPECIFICALLY, AUTODESK SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE.
7. INDEMNIFICATION.
Customer agrees to indemnify, defend and hold Autodesk, its suppliers, and all of its officers, directors, owners, agents and information and service providers (collectively, the "Indemnified Parties") harmless from all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach of the Agreement by Customer or any users, including without limitation, reasonable attorney's fees. Autodesk shall cooperate, at Customer’s expense, as reasonably required by Customer in the defense of any claim. Autodesk reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer.
8. VERIFICATION.
At the request of Autodesk, You shall furnish Autodesk with a signed statement that the Licensed Products are being used pursuant to the terms and conditions of this Agreement. If Autodesk has reason to believe that the Licensed Products are not being used in accordance with the terms and conditions of this Agreement, You shall permit Autodesk to review Your relevant records and inspect Your facilities to ensure compliance with this Agreement. Autodesk will give you at least ten (10) business days advanced notice of any such inspection and will conduct such inspection during normal business hours in a manner that does not unreasonably interfere with your business operations.
9. GENERAL.
This Agreement and the Order Form, contain the complete agreement of the Parties with respect to the subject matter hereof and supersede all prior Order Forms, understandings, and all other agreements, oral and written, between the Parties relating to subject matter. This Agreement may not be modified or altered except by written instrument duly executed by both Parties. Notices to Autodesk under the Agreement shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: Autodesk, Inc., Attention: Legal Department, 111 McInnis Parkway, San Rafael, California 94903. Except for the failure to make payments, neither party will 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 the non-performing party’s reasonable control and not caused by the negligence of the non-performing party, provided that the non-performing party promptly notifies the other party of the delay and the cause thereof and promptly resumes performance as soon as it is possible to do so. Any Licensed Products provided to the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903. You may not export the Software or User Documentation in violation of this Agreement, U.S. or other applicable export control laws. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by California law without reference to conflict-of-laws principles and excluding by the UN Convention on Contracts for the Sale of Goods. You hereby submit to the exclusive personal jurisdiction of and venue in the Superior Court of the State of California, County of Marin or County of Santa Clara, and the United States District Court for the Northern District of California in San Francisco. You acknowledge that remedies at law may be inadequate to provide Autodesk with full compensation in the event of your material breach of the license or any confidentiality obligations contained herein or any intellectual property rights of Autodesk, and that Autodesk shall therefore be entitled to seek injunctive relief in the event of any such material breach. Notwithstanding anything herein to the contrary, no legal action or proceeding, regardless of form, arising out of this Agreement may be brought by You more than one year after the cause of action has arisen. The failure of Autodesk to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is for any reason held unenforceable or invalid then this Agreement shall be construed as if such provision were not contained in this Agreement and the remainder of the Agreement shall be valid and enforceable to the maximum extent possible. Autodesk and you are each independent contractors, and nothing in this Agreement will create or constitute any employment, agency, partnership or joint venture arrangement by and between the Parties, and neither of us has the power or authority, express or implied to obligate or bind the other to anything whatsoever. This Agreement shall not be assigned or transferred by You without written consent of Autodesk. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void. This Agreement shall be binding upon each of our successors and assigns. The following terms and conditions shall survive and continue after termination/expiration of this Agreement: Sections 2, 5, 6, 7, 8, and 9. Upon termination of this Agreement, all of Customer’s and each user’s rights herein shall cease.
