The following Benefits Terms shall additionally govern Your Subscription for multi-users Regional Extra Territory Rights Benefits.
1. DEFINITIONS
“Americas Territory”: means, unless any of the following countries is embargoed or otherwise restricted by applicable law, the United States of America (including its territories and possessions), Canada, American Samoa, Anguilla, Antarctica, Antigua and Barbuda, Argentina, Aruba, Bahamas, Barbados, Belize, Bermuda, Bolivia, Bonaire, Brazil, Cayman Islands, Chile, Colombia, Costa Rica, Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, Grenada, Guam, Guatemala, Guyana, Haiti, Honduras, Jamaica, Mexico, Northern Mariana Islands, United States Minor Outlying Islands, Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saba, Saint Eustatius, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and Grenadines, Sint Maarten (Dutch part), Surinam, Trinidad and Tobago, Turks and Caicos Islands, Uruguay, Venezuela, British Virgin Islands, U.S. Virgin Islands.
“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.
“APAC Territory” means, unless any of the following countries is embargoed or otherwise restricted by applicable law, Australia, Bangladesh, Bhutan, Brunei, Cambodia, China, Christmas Island, Cocos (Keeling) Islands, Cook Islands, Fiji, Heard Island & McDonald Island, Hong Kong, India, Indonesia, Japan, Kiribati, Republic of Korea, Lao People's Democratic Republic, Macau, Malaysia, Maldives, Marshall Islands, Micronesia, Mongolia, Myanmar, Nauru, Nepal, New Zealand, Niue, Norfolk Island, Palau, Papua New Guinea, Philippines, Pitcairn, Samoa, Singapore, Solomon Islands, Sri Lanka, Taiwan, Timor-Leste, Tokelau, Tonga, Tuvalu, Vanuatu, Thailand, Vietnam.
“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.
“EMEA Territory” means, unless any of the following countries is embargoed or otherwise restricted by applicable law, Afghanistan, Aland Islands, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia Herzegovina, Botswana, Bouvet Island, British Indian Ocean Territory, Bulgaria, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Rep, Chad, Comoro, Croatia, Cyprus, Czech Republic, Dem Rep of Congo, Denmark, Djibouti, Egypt, Equatorial Guinea, Eritrea, Estonia, Ethiopia, Faroe Islands, Falkland Islands, Finland, France, French Guiana, French Polynesia, French Southern Territory, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guernsey, Guinea, Guinea-Bissau, Hungary, Iceland, Iraq, Ireland, Isle of Man, Israel, Italy, Ivory Coast, Jersey, Jordan, Kazakhstan, Kenya, Kyrgyzstan, Kosovo, Kuwait, Latvia, Lebanon, Lesotho, Liberia, Libya, Lichtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi, Mali, Malta, Martinique, Mauratania, Mauritius, Mayotte, Moldova, Monaco, Montenegro, Montserrat, Morocco, Mozambique, Namibia, Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Palestinian Territory, Poland, Portugal, Qatar, Republic of Congo, Reunion, Romania, Russian Federation, Rwanda, S. Georgia and S. Sandwich Is., Saint Barthelemy, Saint Martin, Saint Pierre and Miquelon, San Marino, Sao Tome and Principe, Saudi Arabia, Senegal, Serbia, Serbia Montenegro, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, St. Helena, Svalbard, Swaziland, Sweden, Switzerland, Tadzhikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Wallis and Futuna, Western Sahara, Yemen, Yugoslavia, Zambia, Zimbabwe.
“Group Companies” means Your Parent Company if incorporated within the Region, 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 (1) companies incorporated outside the Region, and (2) 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 Regional 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.
“Region” means the Americas Territory if You purchased Americas Territory Regional ETR, the EMEA Territory if You purchased EMEA Territory ETR or the APAC Territory if You purchased APAC Territory ETR.
“Regional ETR” means the rights to authorize Regional 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.
“Regional ETR Fee” means the additional fee which is payable for the Regional ETR granted hereunder.
“Regional ETR Server System” means one or more separate and centrally administered license servers used exclusively for deploying and accessing Regional ETR Software.
“Regional ETR Software” means Eligible Versions of Covered Software and Ancillary Products.
“Regional ETR Term” means the limited duration of the Regional ETR granted hereunder, more particulalry described in Section 2.4 below.
“Regional 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 Regional 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.
Regional
“Specified Covered Software Licenses” means those Covered Software licenses for which You have purchased Regional 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. REGIONAL EXTRA TERRITORY RIGHTS BENEFITS
2.1 If You have additionally purchased Regional 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 Regional Users to Install and Access those Specified Covered Software licenses and associated Benefits during the Regional ETR Term. Regional 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 Regional 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 Regional Users.
2.3 Your Regional 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 Regional ETR in Your Home Country;
2.3.3 You have paid Autodesk or Your reseller the additional Regional ETR Fees for these Regional ETR;
2.3.4 All Regional ETR Software is deployed in accordance with Autodesk-required processes and policies including, but not limited to, deployment of the Regional ETR Software via Your Regional ETR Server System to any of Your or Your Eligible Subsidiaries’ sites within the Region during the Regional ETR Term.
2.3.5 You are responsible for, and shall ensure, validation that the Regional 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 Regional ETR Server System unless you have paid Regional ETR Fees in relation to those Autodesk software products ;
2.3.7 You shall administer Your Regional 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 Regional ETR Term, for deployment in accordance with these Regional 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 Regional 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 Regional 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 Regional ETR will be the date as determined by Autodesk in accordance with its policies for entering Your Regional 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 Regional ETR (“Initial Regional ETR Term”).
2.4.2 Provided Autodesk offers renewals of Regional ETR in Your Home Country, You may renew Your Regional ETR by paying the appropriate Regional ETR Fee. Renewal Terms of Your Regional 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 Regional ETR relate, and shall continue for the same renewal term as the Subscription Agreement for multi-users to which they relate (“Regional ETR Renewal Term”).
2.4.3 At the end of the Initial Regional ETR Term or any Regional ETR Renewal Term, Regional ETR shall terminate automatically unless/until renewed.
2.4.4 Either You or Autodesk may terminate Regional ETR granted hereunder if the other defaults in the performance of any material provision of these Regional 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 Regional ETR will terminate.
2.4.5 Upon termination, You shall cease to receive Regional ETR Benefits for the Specified Covered Software Licenses, and Your Regional 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 Regional Users.
