Autodesk Certified Apps Program Participation Agreement
THIS IS A LEGAL AGREEMENT BETWEEN AUTODESK, INC., A DELAWARE CORPORATION, WITH A PRINCIPAL PLACE OF BUSINESS AT 111 MCINNIS PARKWAY, SAN RAFAEL, CALIFORNIA 94903 ("AUTODESK"), AND YOU (EITHER YOU PERSONALLY, OR THE COMPANY OR OTHER LEGAL ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT, "DEVELOPER"), AND SERVES AS AN ADDENDUM TO THAT CERTAIN AUTOESK DEVELOPER NETWORK PROGRAM AGREEMENT ("ADN AGREEMENT") ENTERED INTO BY YOU AND AUTODESK. BY SELECTING THE "I AGREE" BUTTON BELOW THIS ADDENDUM, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.
WHEREAS, Autodesk and Developer entered into the ADN Agreement;
WHEREAS, the parties have determined that certain additional terms and conditions are appropriate for Developer to participate in that certain program called "Autodesk Certified Apps Program" (the "Program");
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree to add to and supplement the ADN Agreement as follows:
Words and expressions defined in the ADN Agreement bear the same meanings in this Addendum, unless expressly or by agreement defined otherwise.
(1) License by Autodesk. Subject to Developer's compliance with the terms and conditions of this Addendum and the ADN Agreement, Autodesk grants to Developer a non-exclusive, non-transferable, non-sublicensable and limited right and license to (a) participate in the Program, and (b) access, use and display the Autodesk Certified Apps logos (the "Autodesk Logo") pursuant to the Autodesk Logo License Agreement solely in connection with the marketing and distribution of Developer's product approved as an Autodesk Certified App by Autodesk (the "Certified App").
(2) Developer Materials. In exchange for the benefits received under this Program, Developer hereby grants and agrees to grant Autodesk a worldwide and royalty-free right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise) Developer's logos, trademarks, names (including, without limitation, trade names and product names) and other materials (including, without limitation, marketing literature, artwork, product images, mechanical drawings and other information and materials) that Developer may provide or make available to Autodesk in connection with the Certified App for marketing and promotional purposes.
2. Developer Responsibilities
(1) ADN Status. Developer must, at all times during the term of this Addendum, maintain its status in good standing under the Autodesk Developer Network program.
(2) Commercial Release Timing of Certified App. In no event shall Developer advertise, promote, offer, sale, or distribute internally or externally the Certified App or any update(s) thereto until after the first customer shipment by Autodesk of the underlying release of the Autodesk product with which the Certified App is designed to work ("Autodesk Product").
(3) Product Integration and Support for Latest Release. Developer shall, at all times during the certification period, assure that its Certified App maintains tight integration and compatibility with the Autodesk Product according to any integration specifications that Autodesk may provide or make available from time to time. Such integration shall be made within the time period designated by Autodesk (or if not designated by Autodesk, within reasonable time) after Autodesk's commercial release of the Autodesk Product.
(4) Product Responsibility. Developer will be solely responsible for ensuring that the Certified App remains safe, stable, complete and free of defects in design and operation, and comply with all applicable laws and regulations. Developer will also be solely responsible for any documentation and end user customer support and warranty of the Certified App. The fact that Autodesk may have reviewed, tested or approved any Certified App will not relieve Developer of any of these responsibilities.
(5) Customer Support. Developer is expected to resolve customer complaints regarding the Certified App in a timely manner. In the event that Autodesk notifies Developer of a customer complaint regarding the Certified App, Developer must address (not necessarily solve) the complaint within three (3) business days from the time Autodesk notifies you of the complaint.
(6) Sales, Support and Maintenance. Developer shall develop appropriate levels of dedicated sales and support staff for the Certified App and shall use best efforts to ensure that the Certified App is consistent with local standards and practices, where appropriate.
(7) API Planning. As requested by Autodesk, Developer shall participate in planning for any future Application Programming Interfaces ("APIs").
(8) No Mischaracterization or Representations. Developer shall not, and shall not attempt to mischaracterize its participation in the Program, the functionality or usability of the Certified App with the Autodesk Product, or the functionality or usability of the Autodesk Product for an end customer. Neither Developer nor any of its employees, agents, or representatives shall make or have any right to make any representation, warranty, or promise actually, apparently, or ostensibly on behalf of Autodesk, or relating to the Program or any Autodesk products or services.
(9) In addition to the obligations above, all the requirements and obligations relating to Developer Works under the Agreement shall apply the same to the Certified App.
3. Developer Representations and Warranties
Developer represents and warrants that:
(1) It is a current member of the Autodesk Developer Network in good standing.
(2) It has the authority to enter into this Addendum and submit the information in the Certified Apps Program Application Form on behalf of the business that develops, manufactures, markets, or sells the Certified App.
(3) It complies with the requirements set forth in the Autodesk Certified Apps Program Guide and shall continue to comply with the then-current set of certification criteria as published or communicated by Autodesk from time to time in the Autodesk Certified Apps Program Guide or on the applicable site or otherwise, provided that Developer shall have a period of ninety (90) days (or such other time as specified by Autodesk) from the date of publication of new requirements to comply with such new requirements.
(4) All information provided in the Certified Apps Program Application Form is accurate, current and complete.
Autodesk may discontinue the Program, in full or in relation to any Autodesk product(s) or related benefits, at any time without any liability to Developer. Autodesk reserves the right to modify the program requirements at any time, including without limitation, by posting an announcement and the modified requirement(s) to the Autodesk Certified Apps Program Guide or the relevant website or by contacting Developer directly.
5. No Warranty; Limitation of Liability.
THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AUTODESK DOES NOT WARRANT ANY SPECIFIC OR GENERAL RESULTS THROUGH PARTICIPATION IN THE PROGRAM NOR THAT IT WILL CONTINUE THE PROGRAM. DEVELOPER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PROGRAM IS DONE AT DEVELOPER'S OWN DISCRETION AND RISK AND THAT DEVELOPER WILL BE SOLELY RESPONSIBLE FOR ANY RESULTS OF THE PROGRAM. IT IS SOLELY DEVELOPER'S RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF THE PROGRAM OR ANY PRODUCTS, SERVICES OR MATERIALS PROVIDED IN CONNECTION WITH THE PROGRAM.
IN NO EVENT SHALL AUTODESK BE LIABLE FOR CLAIMS RELATED TO THE AUTODESK PRODUCT, THE RESULTS OF THE SUPPORT OR PROGRAM, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF THE AGREEMENT AND THIS ADDENDUM, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT, (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6. Term and Termination
This Addendum, when fully executed by the parties, shall be effective on the Effective Date, and shall continue in effect through the earlier of (a) the end of the certification period if designated by Autodesk, (b) termination of this Addendum, or (c) termination or expiration of the ADN Agreement. Either party may terminate the Addendum at any time without cause effective upon notice to the other party. In the event that Autodesk determines that the Certified App does not meet the then current requirements for the Program or Developer is otherwise in violation of this Addendum or the ADN Agreement, Autodesk may, in its sole discretion, terminate this Addendum and the license granted herein with thirty (30) days written notice to Developer. Upon termination of the license, Developer must immediately cease and desist its use of the Autodesk Logo. Upon request of Autodesk, Developer will destroy all of its packaging or marketing materials that incorporate the Autodesk Logos or other Autodesk supplied materials then in its possession, and certify to Autodesk its compliance with this provision.
7. Entire Agreement; General.
The ADN Agreement and the Addendum (including the Autodesk Logo License Agreement as incorporated herein by reference) constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersede any prior communications, written or verbal, with respect to the subject matter hereof. Except as expressly modified or supplemented by this Addendum, all terms, conditions and provisions of the Agreement shall continue to apply to the Developer and shall be in full force and effect as set forth in the ADN Agreement. In the event of any conflict between the terms and conditions of this Addendum and the Agreement, the terms and conditions of this Addendum shall prevail.