The following Benefits Terms shall additionally govern Your Subscription for multi-users Global Extra Territory Rights Benefits.
1. DEFINITIONS
“Ancillary Product”: means any product or software (other than an Eligible Version of Covered Software or any Ancillary Services or Support) which Autodesk may furnish to You from time to time as a Benefit of Your Subscription for multi-users (as applicable) and which is further described at Autodesk Account. Ancillary Products may include, but are not limited to, tools and other discrete products that require a separate Installation and function independently of an Eligible Version of Covered Software.
“Ancillary Services”: any services, including but not limited to Web Services, (other than an Eligible Version of Covered Software or any Ancillary Products or Support) which Autodesk may make available to You from time to time as a Benefit of Your Subscription for multi-users and which (where applicable) are further described at Autodesk Account.
“Eligible Subsidiaries” means Your Group Companies.
“Eligible Versions of Covered Software” means the latest version of Covered Software Installed and Accessed by You and any previous versions of Covered Software (“Previous Versions”) for which You have been granted Previous Version Rights Benefits pursuant to Your Subscription Agreement for multi-users.
“Global ETR” means the rights to authorize Global Users to Install and Access the Specified Covered Software Licenses and associated Benefits, subject to the terms of the Subscription Agreement for multi-users and to the conditions set forth herein.
“Global ETR Fee” means the additional fee which is payable for the Global ETR granted hereunder.
“Global ETR Server System” means one or more separate and centrally administered license servers used exclusively for deploying and accessing Global ETR Software.
“Global ETR Software” means Eligible Versions of Covered Software and Ancillary Products.
“Global ETR Term” means the limited duration of the Global ETR granted hereunder, more particulalry described in Section 2.4 below.
“Global Users” means (a) any individual employees of Your Eligible Subsidiaries, or (b) any individual persons who are independent contractors working on the premises of Your Eligible Subsidiaries and who Install and Access the Global ETR Software only on and through Computers owned or leased and controlled by Your Eligible Subsidiaries, who are granted Installation and Access by You or by Autodesk through its registration processes.
“Group Companies” means Your Parent Company, and any company in which You or Your parent company directly or indirectly own or control at least fifty percent (50%) of the outstanding voting shares or securities, and in which You or Your parent company maintain effective management and control, and companies registered in jurisdictions where fifty percent (50%) foreign ownership is not permitted, in which You or Your parent company directly or indirectly own or control at least forty-five percent (45%) of the outstanding voting shares or securities and over which You or Your parent company otherwise have effective management control, in all cases excluding companies who are ineligible to receive products or services under U.S. export control or trade embargo laws, rules and regulations. For the purposes of this definition “Your Parent Company” means any company which directly or indirectly owns or controls at least fifty (50%) percent of the outstanding voting shares or securities in You, and who maintains effective management and control of You.
“Home Country” means the country or jurisdiction which (i) if You are an individual, is Your principal place of residence or, (ii) if You are a company or other entity, is the country of incorporation for Your entity. If Your Home Country is a member country of the European Union or the European Free Trade Association, then for the purposes of the Global Extra Territory Rights terms, all/any of the countries of the European Union and the European Free Trade Association shall be considered Your Home Country.
“Specified Covered Software Licenses” means those Covered Software licenses for which You have purchased Global ETR.
“Support”: means the program offered generally by Autodesk under which Autodesk may provide (among other things) technical support services as a Benefit of Your Subscription for multi-users and which is further described at Autodesk Account.
"Web Services" means web- or cloud-based services requiring a connection to the Internet, and services or functionality that are hosted or otherwise made available, on servers owned or operated by or for Autodesk or its designee, or by separate entities not related to Autodesk.
2. GLOBAL EXTRA TERRITORY RIGHTS BENEFITS
2.1 If You have additionally purchased Global ETR for Specified Covered Software Licenses, then notwithstanding anything to the contrary contained in the applicable Autodesk License and Services Agreement for those Specified Covered Software Licenses with respect to Personnel or in the the Subscription Agreement for multi-users with respect to Users, subject to the requirements set forth in these additional Benefits Terms, You may additionally authorize Global Users to Install and Access those Specified Covered Software licenses and associated Benefits during the Global ETR Term. Global Extra Territory Rights Benefits may not be available for all Benefits or in all countries.
2.2 To give effect to the rights granted in Section 2.1 above, during the Global ETR Term the following definition of “Users” in the Subscription Agreement for multi-users shall apply to the Specified Covered Software Licenses and associated Benefits:
“User”: any of the following: (i) the Contract Manager or Software Coordinator designated by You as Your primary authorized representative for Your Subscription for multi-users and who is responsible for, amongst other things, managing Your Subscription for multi-users and managing access to Your Subscription account; or (ii) any of Your individual Personnel added to Your Subscription for multi-users account by Your Contract Manager or Software Coordinator or by Autodesk through its registration processes, to Install and Access Benefits, or (iii) any Global Users.
2.3 Your Global ETR Benefits are subject to all of the following conditions:
2.3.1 You have purchased Your Subscription for multi-users in Your Home Country;
2.3.2 You have purchased these additional Global ETR in Your Home Country;
2.3.3 You have paid Autodesk or Your reseller the additional Global ETR Fees for these Global ETR;
2.3.4 All Global ETR Software is deployed in accordance with Autodesk-required processes and policies including, but not limited to, deployment of the Global ETR Software via Your Global ETR Server System to any of Your or Your Eligible Subsidiaries’ sites worldwide during the Global ETR Term.
2.3.5 You are responsible for, and shall ensure, validation that the Global ETR Software license files are set up and deployed correctly to conform with Autodesk’s required processes and policies.
2.3.6 You shall not install Autodesk software products on any Global ETR Server System unless you have paid Global ETR Fees in relation to those Autodesk software products;
2.3.7 You shall administer Your Global ETR participation centrally from Your site(s) in your Home Country;
2.3.8 Autodesk will deliver all Benefits to You in Your Home Country during the Global ETR Term, for deployment in accordance with these Global ETR terms;
2.3.9 Installation of and Access to any Benefits shall be subject to the provisions of the Benefits Terms applicable thereto, as modified by this Section 2;
2.3.10 Installation of and Access to any Global ETR Software shall at all times be limited by the same license type or license version and other use or quantity-related licensing metrics applicable thereto;
2.3.11 You shall ensure compliance by Global Users with the terms of the Susbcription Agreement for multi-users and all associated Benefits Terms.
2.4 Term and Termination
2.4.1 The effective date of Your Global ETR will be the date as determined by Autodesk in accordance with its policies for entering Your Global ETR into the Autodesk systems, and shall continue for the remainder of the term of Your Subscription Agreement for multi-users then current when you purchased Your Global ETR (“Initial Global ETR Term”).
2.4.2 Provided Autodesk offers renewals of Global ETR in Your Home Country, You may renew Your Global ETR by paying the appropriate Global ETR Fee. Renewal Terms of Your Global ETR shall commence on an appropriate anniversary of the Effective Date of Your Subscription Agreement for multi-users for the Specified Covered Software Licenses to which Your Global ETR relate, and shall continue for the same renewal term as the Subscription Agreement for multi-users to which they relate (“Global ETR Renewal Term”).
2.4.3 At the end of the Initial Global ETR Term or any Global ETR Renewal Term, Global ETR shall terminate automatically unless/until renewed.
2.4.4 Either You or Autodesk may terminate Global ETR granted hereunder if the other defaults in the performance of any material provision of these Global ETR Benefits Terms, by giving written notice of the default to the other. If the default is not cured within thirty (30) days after receipt of notice, the Global ETR will terminate.
2.4.5 Upon termination, You shall cease to receive Global ETR Benefits for the Specified Covered Software Licenses, and Your Global Users must cease to receive and/or use and/or access any/all Benefits. 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 by Global Users.
